


Glowing Dim As An Ember

by IcedAquarius



Series: Things I Almost Remember Verse [2]
Category: Iron Man (Movies), Marvel Cinematic Universe, Spider-Man (Tom Holland Movies), The Avengers (Marvel) - All Media Types
Genre: Adventure, Alcohol Abuse/Alcoholism, Anxiety, Depression, F/M, Family, Fixing Relationships, Genius Peter Parker, I'm not even gonna guess, I'm not smart, Implied/Referenced Rape/Non-con, Implied/Referenced Suicide, Irondad, Just a writer, M/M, MJ subtle doesn't work, Medical and Scientific Inaccuracies, Miscommunication, Mysteries, Ned Leeds is a Good Bro, Nightmares, Not Avengers: Endgame (Movie) Compliant, Not Canon Compliant, Not Peter, Other Additional Tags to Be Added, Peter Parker Needs a Hug, Peter Parker is Tony Stark's Biological Child, Peter Parker-centric, Peter and MJ being adorable, Peter and MJ can dance, Politics, Secrets, Slow Burn, Swearing, These are teens what did you expect, We stan Ned Leeds, Wow this story got dark, i will die on this hill, long fic, mix of movies and comics, spiderson, that doesn't happen
Language: English
Status: In-Progress
Published: 2019-12-16
Updated: 2021-01-04
Packaged: 2021-02-25 22:02:31
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 10
Words: 67,066
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/21822613
Author URL: https://archiveofourown.org/users/IcedAquarius/pseuds/IcedAquarius
Summary: Peter thought uncovering every mystery about his past would make things go back to normal. Boy, was he wrong. Now his life is a balancing act and at any moment every secret could be revealed. With enemies in the shadows and secrets he's desperately trying to hide, Peter has to be careful who he trusts. One wrong step and everything could crash down around him.Whoever thought being a hero would be this much trouble?
Relationships: May Parker (Spider-Man) & Peter Parker, Michelle Jones & Ned Leeds & Peter Parker, Michelle Jones and Peter Parker, Michelle Jones/Peter Parker, Minor or Background Relationship(s), Ned Leeds & Peter Parker, Pepper Potts/Tony Stark, Peter Parker & Flash Thompson, Peter Parker & Tony Stark, Peter Parker and Pepper Potts
Series: Things I Almost Remember Verse [2]
Series URL: https://archiveofourown.org/series/1530065
Comments: 755
Kudos: 1424
Collections: Cool Stories, rememberthis





	1. Prologue: Keeping Up With the Starks

__

_The Compound – October 17, 2016_

  
Tony stayed by the door watching the car roll out of sight into the night. He sighed once it was gone.

  
God, that had been a fucking disaster.

  
This day had not gone as he planned.

  
Peter was supposed to come to the Compound and be amazed. Tony would breeze over an apology. He'd dazzle Peter and semi-bribe him with a new suit, and the kid would take up his offer for a position on the Avengers. They would brave the paparazzi flashes and he'd sign the Accords. Then Tony would have a new person to train, to fill in some of the holes that had been left behind after the "Civil War".

  
It had been foolproof.

  
Except that it wasn't.

  
Peter had ignored Happy's summons, and honestly Tony couldn't blame the kid. The man hadn't made the best of impressions on Peter. Then Pepper had found out about the reporters and had flipped. Tony escaped to go find Peter and left Pepper to deal with the aftermath.

  
Not his best work.

  
Finding Peter looking like death warmed over had been hard. Apologizing had been harder. But he remembered the look on Peter's face when Tony had yelled at him the day of the ferry.

  
Looking back on it Tony had been a fucking asshole.

  
That had not been an easy conclusion to come to terms with. But reviewing the footage of the ferry had forced Tony to realize that yeah, he'd been unreasonable. It was with shame in his veins, and a voice that sounded suspiciously like Pepper in his ears, Tony knew exactly who he'd been acting like.

  
Howard.

  
And the last thing Tony wanted was to be anything like his father.

  
Especially when it came to kids.

  
Sure, Peter had made mistakes. Mistakes that had nearly gotten him and several other people killed, but Tony had made larger ones. Ignoring the kid and shunting him off to the side didn't work. Peter was tenacious, Tony knew that going in. Why would telling the kid off make him more likely to drop everything?

  
It wouldn't.

  
Then he'd insulted Peter and projected his own frustrations on him. Which wasn't helpful to anyone. The point had been driven home when FRIDAY, with her growing sense of morals, had replayed those few seconds of furry again and again until Tony had to leave the room.

  
_'Step aside and let the real heroes clean up the mess you left behind.'_

  
Yep, he was a total asshole, not that it was anything new. But against kids? Tony had screwed up and now it was his job to fix it.

  
That feet dragging conclusion had been made Friday night.

  
Before the call about the plane.

  
Looking at the footage, the pictures, heck even the note Peter had left was a nightmare. Both a PR and personal one. Realizing Peter had been in the middle of _that_ , without proper protection or backup, made Tony's heart drop into his stomach.

  
A hands-off approach was not gonna fly with this kid.

  
The weekend had been a flurry of cleanup crews and press releases and chaos. Thankfully that's where Tony thrived best. And behind the scenes, he made his decision for what he'd do about Peter.

  
And then everything spiraled out of control.

  
When Tony had arrived at the apartment, he had half been expecting Peter to remain stubborn and kick him out. But Peter hadn't. He'd been humble about the apology. Bashful, even. It wasn't Tony's style when it came to things like that but to each his own.

  
And then there was the pat on the back and the kid flinching.

  
The crisscross of bandages across Peter's chest and the smattering of bruises underneath.

  
It made every paternal instinct Tony had curl into a ball.

  
Not that Peter…

  
No. Tony couldn't think about Peter in those terms.

  
But it sucked to see the kid so hurt. Bundled in an oversized hoodie with sweatpants only further drove home that this small child was wrapped up in things way over his head.

  
But if taking the suit didn't work, Tony didn't know what would.

  
Dragging Peter to the Compound had been a split-second decision. And everything that had followed made Tony want to bang his head on a table.

  
The unplanned conversation with his wife confirmed further how much he'd overlooked the details.

  
Of course, Peter wouldn't have been able to sign a contract. The kid wasn't even sixteen for God's sake.

  
Yeah, decisions were made that could have been thought through more.

  
Then Tony had come off far too eager for the kid to be around more. Even when Peter had made it clear he would have _turned down_ Tony's offer regardless.

  
He tried very hard to not think about the room he'd tricked out for a teenage boy in his quarters.

  
Fuck. He had jumped the gun with this one.

  
_Stupid. Tony, stupid._

  
A part of Tony wished he could redo the whole night. He wished he'd sent Peter off to Queens without the suit or a promise of future interactions or _internship_ days. _God,_ what had he been thinking?

  
There was a good chance he hadn't been.

  
But instead, he'd been selfish, wanting to fill in the silence of the compound (of his life). Wanting to know there were not just heroes, but good people, left in the world. Wanting to not be alone. Tony pushed, despite seeing how wary the boy was, and had gotten him to agree to come over to the Compound and to SI headquarters. It was pathetic on Tony's side of things. Why did he feel the need to be a… mentor to this kid?

  
A strong gust of wind startled him out of his head. Tony realized the car had disappeared from view a long time ago. He made his way inside, his frozen cheeks and hands tingling at the warmth.

  
Still mulling over the events of the day he traversed the hallways until he made it to his quarters. A wing off to one side of the compound connected to his personal labs and garage. It was a suite of rooms that functioned as his home away from home.

  
Not that he had a home nowadays.

  
Tony walked over to the cabinet next to the fridge and pulled out of a bottle of liquor. It was a nasty habit he'd picked up after Siberia and the, god, what was it… Third? Fourth? surgery he'd been in, in the past few years. Without Pepper around to keep him in check he had fallen off the wagon.

  
Again.

  
Tony looked at the bottle and contemplated taking a swig from it, before deciding to have a sense of decorum. He grabbed a tumbler from the shelf and plopped a cube of ice in. Filing the glass far more than necessary, he placed the bottle down with a clink and then swallowed the amber liquid back.

  
The burn in his throat was an old friend.

  
Looking out over the empty living room the silence mocked him. He walked away having nowhere in mind to go. Before long, his feet had taken him to the one place he did not want to go.

  
A plain white door that was closed.

  
The guestroom Pepper was sleeping in.

  
Tony gazed at the offending piece of wood. He dug deep for the anger and resentment, but when he did, he found nothing but resignation and deep aching tiredness. Those feelings were all too familiar to him these days.

  
He sighed, taking another sip of liquor.

  
Turning on his heel, he headed for his lab.

  
Sleep was a hopeless dream. If he was up, he might as well be productive.

* * *

  
_The Compound – October 18, 2016_

  
Morning dawned over the Compound and Tony shuffled himself out of the workshop. The gnawing hunger in his stomach reminding him he needed sustenance to keep working. His bones creaked and his back protested from sitting for so long.

  
God, he missed his twenties.

  
When he arrived at the kitchen Pepper was there. Sitting at the counter eating fruit and drinking tea. He stood at the doorway for a moment wondering if he should go in. Tony could almost feel an argument on the horizon.

  
No. He was not going to be scared away from his own kitchen just because he didn't want to talk with his wife.

  
He strolled in and started the coffee machine. He caught Pepper glancing at him in the corner of his eye. But he didn't say anything.

  
Neither did she.

  
They hadn't had a real conversation since a huge argument back in April. It had been a screaming match over Tony accompanying the other Avengers for a mission in Sweden. Tony had gotten hurt. Again. And Pepper had asked, no, more like demanded, for him to finally retire. Tony had refused. It had involved insults and thrown objects and a hole in the wall. By the end of it, both of them were in tears.

  
Pepper had left the next day for California.

  
Until Saturday, Tony hadn't seen nor heard from her besides terse emails with updates on the company and papers for him to sign. Now they were together, or at least on the same side of the continent, and Tony didn't know what to do.

  
Pepper cleared her throat making him turn around. "Did Mr. Parker make it home last night?" she asked.

  
"Yeah. But he'll be over again this weekend so Cho can clear him for going back to patrol," he replied. Pepper's face scrunched in displeasure, but she didn't say anything more.

  
Tony sighed in annoyance. "There's not much I can do about the kid being out and about. At least if he's in a suit I made I know he's protected," he argued. Pepper put her teacup down with a little more force than necessary.

  
"That's not why I'm angry Tony. He's fifteen and you were ready to offer him a spot in an elite fighting reconnaissance group. What were you even thinking?" Her voice rose in volume.

  
Tony pursed his lips trying to keep his cool. "I was thinking tech and training and supervision might keep the kid from being a splatter on the ground next time a crisis happens." Flashes of warped metal, fire, and blood ran rampant through Tony's mind.

  
No, he would not leave Peter to deal with things by himself again.

  
"But he's a child-"

  
"Yes, a child! But a child who can stop a two-ton car with his bare hands and take a punch from a super solider and pop right back up. Pepper if I could make Peter stop I would, but I'm not his parent." Tony winced when he saw Pepper's face harden.

  
"No, you're just pretending to be," Pepper muttered.

  
Tony could feel his eye twitching. "What the hell does that mean?" he growled.

  
"Oh, come on Tony you had that suit made months in advance, almost as soon as you knew who Spider-Man was," she said making Tony frown.

  
"Wait, are you spying on me?"

  
"Or what about the fully decorated room down the hall? Or the plans to invite the kid here full time?” Okay, she had definitely been spying on him. "Aren't there are three other superpowered people in New York City alone? What about them?"

  
"Well," said Tony. "They are all adults with lives of their own. I can't-"

  
"So, you're ignoring the fact that Peter has a family and friends and school." Tony didn't know what to say to that. It was true after all. "You can't just pretend Peter is-"

  
"I KNOW PETER IS NOT SAMUEL!" he finally yelled. He saw Pepper flinch back and immediately felt like an asshole. He seldom raised his voice, much preferring to argue with his words instead of his volume.

  
"I know that Pepper," he said, lowering his voice. "Just like I knew that Harley was not Samuel, or that the kids I visit at the hospital. Are. Not. Samuel. I get it. I _know._ "

  
"Sometimes I don't think you do," she replied.

Tony closed his eyes, massaging his temples. He hadn't slept in at least thirty hours. He did not have the patience for Pepper's passive-aggressive bullshit. "I do not have the energy right now. What is the point you are trying to make?" he asked.

  
"I don't understand why you are trying to replace him," she said.

  
"I'm not, good God Pepper. Of course, I'm not. But Sammy is _gone."_ His voice cracked; he was trying so hard to keep it together. He watched his wife clenched at her teacup, long since empty, looking about ready to burst into tears. "He is gone. And that means we have to move on."

  
Pepper's disbelief showed on her face, as she shoved her chair back from the island. "Well, maybe you can, but I sure as hell can't."

  
Tony gritted his teeth; they'd had this argument _so many times_. He could recite it by heart now, but it still hurt every time. He watched Pepper walk over to the sink placing the small plate and cup and saucer in. Her movements were stiff and her face rigid. All emotions buried away.

  
"I will be leaving for Hong Kong in two hours." Pepper's voice was cold. The same type she used when dealing with a particularly difficult board member. The conversation was over. Tony tried to suppress the shaking in his hands, he hated how she could seal herself up like that. Even though he knew he did the exact same thing all the time.

  
"Will you be staying?" he asked.

  
She nodded tersely. "At least three weeks." Her eyes narrowed, the littlest bit of anger slipping through. "Maybe more."

  
"Have a good trip," he sneered.

She returned the disingenuous smile with one of her own. "Will that be all Mr. Stark?"

  
"That will be all," he replied. She stalked out of the room with the confidence of a four-inch pair of heels and a pants suit instead of a robe and pair of slippers. Either way, looking like a calm businesswoman instead of a grieving mother.

  
Well… call him a fucking oracle, because he'd seen all that coming a mile away.

  
Pepper knew this topic drove him insane. It killed him just as much as it killed her. Maybe more considering…

  
A cry of frustration ripped out of his throat. He turned to the sink and grabbed the china teacup and hurled it across the room. The glass shattered against the ground. He breathed hard as anger clouded his mind. He grabbed the saucer.

  
SHATTER!

  
Then the plate.

  
SHATTER!

  
The porcelain scattered over the floor and Tony felt like it was a sick metaphor for his life.

  
He was exhausted.

  
Tony sunk to the ground in front of the sink, his bones aching in protest.

  
When had it all gone wrong? When had his life crumbled into so many pieces that putting it back together was impossible?

He huffed out a laugh. He knew exactly when.

Eleven years, nine months, and eighteen days ago.  
  


Tony couldn't believe it had almost been twelve years since he'd seen his child.

The light of his life. His little bambino.

He felt tears prickling at his eyes.

Boy wasn't he a mess today.

He missed Samuel so much. He missed those few years of bliss. A shining light surrounded by years of darkness. Tony had been newly married and had a kid who he loved more than the world. He owned the weapons industry; he had friends and work he enjoyed. Tony had everything he could have ever wanted in the palm of his hand. He had been happy. For once in his miserable life he had been one hundred percent, no holds barred, _happy_.  
  


But all it took was one moment.

All it took was the span of a single phone call for that happiness to come crashing down.

And it was Tony's fault.

It was his fault for turning away from Samuel. It was his fault for not paying attention to who was in the park. It was his fault for not looking harder, for not pushing the police more. It was his fault for trusting Obadiah and the man's empty promises and reassurances.

  
It was _his fault._

He knew it.

And Pepper knew it too.

God… Pepper.

  
Tony loved his wife. He loved her so much. She was the one person he wanted to be protected and cared for above anything. But it was so hard to be around her. To constantly be reminded of what he'd lost. Of what _they_ had lost. Those first few years had been heartbreaking, but they had banned together and had scoured every nook and cranny looking for information about Samuel.

  
And then Afghanistan had happened.

  
Then the Arc Reactor.

  
The Iron Man suit.

Obadiah's betrayal.

Finally finding out the truth.

Sammy had been dead for _years_.

They'd barely had time to process it before they were dealing with Palladium poisoning, and Whiplash, and Hammer, and SHIELD.

Then the whole world went insane with a fucking alien invasion. Problem after problem, disaster after disaster. And Tony was wrapped up in the middle of it all. And when his wife – the one person who shared his grief and pain – had asked him to stop, what did he do? He went right on ahead with what _he_ wanted.

He was such an _asshole._

He knew their marriage was crumbling. They'd been falling apart since the day Samuel had gone missing. But Tony was _selfish_. He just wanted to keep what little he could of that old life. Of those few moments of happiness. Seeing her, knowing she was still with him, no matter how much they yelled and argued and sniped at each other, made him hold on. It was all he could do to keep moving.

And Tony had to keep moving. He had to keep looking ahead because if he didn't, he would drown. Pepper might be able to stay in the past, but he couldn't.

_"Boss?"_

Tony sighed. "Yes FRIDAY?"

"You have a call from Ambassador Kumyiko on hold. You also have three meetings today, one of which includes an update from the Eastern Bloc of the Accords committee in an hour." Tony wanted to scream. Why couldn't he just be left alone?

He pulled himself off the floor and looked to where the broken pieces of porcelain lay. He closed his eyes. Locking down every feeling and emotion took a second, but he was an old hat at it by now. Soon enough the events of this morning and the heartbreaking memories and regrets of the past were folded up and locked away in a box.

"Tell the Ambassador I'll be with them in fifteen minutes. Email the Eastern Bloc organizer that I have a pressing meeting straight after the update and it needs to be done remotely." He picked up the hot coffee pot and poured himself a large mug full. He drank half in about five seconds. The caffeine would take a moment to kick in, but the smell of it already made him feel more awake.

FRIDAY hesitated for a minute. Huh, Tony would have to do an update to her response systems. "Yes, boss."

"Oh, and FRIDAY. Get a cleanup bot in here. When I'm out of my shower in ten minutes, I want this mess gone." He took another long sip, refilled the mug, and walked out of the kitchen.

He was Tony Stark; he didn't have time for pity parties. He had work to do.

It was all he had left after all.


	2. A Day in The Life of Peter Parker

**Summary for the Chapter:**

> Nightmares suck, Flash is awful, high school is petty, Ned is the Best Bro (TM), and the internet can be an echo chamber for your own worst thoughts.

**Notes for the Chapter:**

> Merry Christmas everyone. Or Happy holidays depending on what you celebrate. This chapter was a difficult one, but it's setting up so many future plot points I had to get everything in. I hope you enjoy!

_The Parker's Apartment – October 17, 2016_

_It started with aching pressure._

_Everything hurt._

_He couldn't even breathe._

_He was trapped._

_His legs scrambled for purchase beneath him, and his arms, already tired, tried to push the heavy concrete off of him. The mask on his face seemed like a cage. He needed to get free, but no matter how hard he pushed the concrete wouldn't move._

_"Help, help! Someone, please, help. I'm trapped down here!" The words barely seemed to make a dent in the dusty darkness. Peter was trapped and there was no way out._

_He pushed again and again; he wouldn't give up. If he gave up, he died, and he didn't want to die. Then in the distance came a rumbling sound, the concrete started to move, but not upwards. The concrete moved with the floor. The floor gave away. Peter desperately pushed again trying to escape before he was-_

_Falling_

_He was falling through the air._

_No, he wasn't falling, he was dangling. The light of the jet shined in the distance. Mr. Stark's plane. He had to stop the Vulture. Peter used his strength to pull himself closer, but every inch forward felt like pins and needles in his arms. The plane seemed farther away than ever, and Peter couldn't look down. If he looked down, then it would all be over._

_As he pulled himself forward again, he went slinging around. He looked toward the plane and saw Toomes flying near him. He'd spotted Peter!_

_"Little Pedro," said the man, in the suit's deep voice. "I should have known a building wouldn't be enough. Let's try something else instead." He took his huge claw, and sliced through the web, it went slack and then Peter was truly falling._

_Falling._

_Falling._

_Falling._

_SMACK!_

_Peter landed hard on the pavement; his homemade suit gone. He was wearing nothing but a t-shirt and a pair of sweatpants. He was cold, he was scared, he wanted to go home. Where was home?_

_BANG! A gunshot echoed through the streets. Peter swiveled around for the source of the sound. There! A guy with a gun pointed at-_

_BEN!_

_Peter ran, and the echo of the gunshot grew louder. The body fell in slow motion, but no matter how fast he ran it seemed as if he was slipping farther and farther away from Ben._

_There was a thump as his body hit the pavement._

_Peter was a second too late._

_He was always too late._

_Then he was there, by Ben's side. Peter's hands were covered in blood. He pushed harder against the wounds. He needed Ben to stay awake a little longer._

_He could hear the sirens in the distance._

_The chatter of voices filled his ears. Muttering about the boy on the sidewalk. No shoes, no coat, no hope. Tears started leaking out of his eyes. He opened his mouth to reassure Ben that it would be okay but no sound came out. He was voiceless. He was useless._

_"Peter, Peter, Peter; you could have saved him. You let him die," said May. She was standing there in front of him; eyes red, cheeks stained with tears, a wineglass hanging uselessly in one hand. "I always knew it was your fault. You can't get rid of the blood on your hands." Peter tried to deny it, but his mouth was shut._

_He couldn't say anything. He never said anything._

_His hands were stuck, pressed hard against his uncle's chest. The bones started to break under the pressure. Peter could hear Ben's heartbeat fading._

_The sirens got louder._

_"It was all your fault, it was all your fault, it was all your fault," May repeated the same thing over and over. "No one could ever forgive you."_

_"No hero would lose someone like this," called a different voice. Peter saw Mr. Stark appear behind May. He looked exactly the same as he did when he reamed Peter out after the ferry. "You don't deserve the suit, you don't deserve your powers, and you don't deserve to be my son."_

_"Who would want a failure like you, after all of this?" jeered May._

_"We wouldn't," this time the voice was cold and smooth. Pepper Stark appeared right next to her husband. "This isn't who we wanted our son to be. You're nothing but a sham, a fake, a replacement."_

_Peter finally got his mouth open. "I'm sorry, I'm sorry," he cried out, not knowing what else to say._

_"Sorry doesn't make you my son," said Pepper._

_"Sorry doesn't make you a hero," said Tony._

_"Sorry doesn't bring back Ben," said May._

_The cruel voices of May and the Starks were finally drowned out by the fever pitch of the ambulance's sirens. His hands were firmly pressed on Ben's wounds until the body was pulled away from him. He tried to protest but could open his mouth again. His eyes were bleary, and he couldn't stop crying. His choked sobs stopped him from breathing, the bright lights killed his eyes, and the sirens pierced his ears until he wanted to fade away to nothing._

_Make it stop!_

_Make it STOP!_

_MAKE IT ST-!_

* * *

Peter woke, gasping for breath, with his heart beating wildly. His bedsheets twisted around his legs.

He could hear the sound of sirens a few blocks away. Breathing hard, and on the verge of a panic attack, he grasped aimlessly for the noise-blocking headphones on his bedside table. He shoved them over his ears and the muffled sounds filtered in, giving his senses space to calm down.

He laid back on the bed and stared at the dimly lit ceiling. His breathing and heartbeat finally leveling out.

Nightmares fucking sucked.

* * *

_Midtown School of Science and Technology – October 17, 2016_

Peter hobbled into AP Physics on his crutches. He didn't really need them, but he figured keeping them around till the end of the week might make people less suspicious about why he looked like he hadn't been hurt at all.

After saying good morning to Ms. Warren, he made his way to the back to sit down. Passing by Flash's row his Spidey-Sense went off a second too late and he found himself falling to the floor. He managed to catch himself on one arm before his head hit the linoleum tile. The chatter in the room fell to a hush before whispering and snickers could be heard.

"Mr. Parker are you alright?" Ms. Warren asked.

The fall had hurt his wrist a bit, but otherwise, he was fine. "I'm fine," he said.

"Who did that?" Ms. Warren asked, addressing the class. Peter glanced up at Flash, who had long since moved his foot and was messing around mindlessly on his phone.

No one said anything. No one wanted to stand up for Peter Parker, the kid who screwed up the curve on every test. The kid who always knew the answers, and made everyone else look bad. Plus, they didn't want to get on Flash's bad side, just in case the bully wanted to turn his attentions on someone other than Peter for once.

"Ms. Warren, Flash tripped him," said a girl in the back. Peter looked and saw everyone looking at Lina Shahid. The girl who normally sat behind him in class. She was a quiet person, Peter wondered what made her speak out on his behalf.

Ms. Warren raised an eyebrow. "Is that right Ms. Shahid? Mr. Thompson?"

Flash looked up from his phone, disbelief on his face. "No way, I wouldn't do something like that. She's lying." A low murmur rippled through the class.

"Did anyone else see Mr. Thompson trip, Mr. Parker?" No one said a word. "Peter?"

"I tripped right by his desk," said Peter.

Ms. Warren sighed, "But did you see him trip you?"

"No," admitted Peter.

She looked around the room, but the rest of the class was silent. "No one else? Well then, as long as no one's hurt, I suppose we'll have to let this go." Peter saw Lina blush red. "Mr. Thompson I'm keeping an eye on you." Flash nodded demurely, but as soon as the teacher looked away a cruel smirk crossed his face when he looked at Peter.

"Here Peter," said Lina. She held the crutch that had gone flying when he fell. She helped him to his feet, and he tried to make it look like he was actually hurt while he made it to his seat.

"Sorry about Flash," she whispered once he finally sat down, and the class had resumed their normal pre-bell chatter.

Peter sighed. "It's alright, I'm used to it. He could murder a person in cold blood, and the teachers still wouldn't blame it on him."

Lina snarled her nose. "That's not right. He shouldn't get away with things like that." Peter shrugged, that was how it was. "Are you really okay? You seem pretty beat up?"

Peter nodded his head. Everything still hurt a bit, but his healing factor had taken care of the worst of the damage. "I'm good. Thanks for sticking up for me Lina. Not a lot of people would do that."

She smiled with a faint blush appearing on her cheeks. "It was nothing Peter." After that, the bell rang, and Ms. Warren took attendance. Peter settled in for another long day at school.

0o0o0o0o0

"Heard you tripped in Psychics this morning," said MJ, setting her food tray down across from Peter.

"More like I was tripped. Flash is an ass," he grumbled.

"And this is news, how?"

Peter sighed, eating another bite of chicken. "It's not, but he doesn't normally bully me like that where the teacher can see. At least when he does it when I'm alone, I'm not continually reminded of this school's blatant favoritism towards the affluent youth." He stuffed another bite of food into his mouth.

"Okay, I just joined the conversation," said Ned sliding in next to Peter. "But why does Peter's grumbling sound like MJ's grumbling?"

MJ smirked. "Because it's fun to insult people with large words." Peter nodded in agreement, though he hadn't realized he'd picked up on that tendency of MJs. "Speaking of falling though, you weren't hurt or anything, right? Because I swear if we lose one more day of practice to your injuries, I'll-"

"String me up by my thumbs? Tie me dressed in drag to the flagpole? Cover me in lavender and set a swarm of bees on me?" joked Peter. Ned chuckled beside him.

MJ narrowed her eyes. "I don't like it that you're not afraid of me anymore."

"No, you're not, you like it that we can joke around with you," said Peter.

Ned shook his head, but there was a smile on his face. "Woah, woah, woah who's we? I'm not a part of this we. She's scary. I'm still very scared."

MJ pointed at Ned. "Now that's a proper reaction to my presence."

"Tyrant," Peter sneered at MJ. "Coward," he said to Ned. Peter took another bite of his food. Happy to be surrounded by his friends. They chatted for a while about their morning classes, then the subject turned to other topics.

"So, there's my sister, in nothing but her diaper, sitting with the fridge open and all of the pies on the floor. She was covered head to toe with pie filling, and I had no clue what to do, so I-" Ned was cut off by a loud clatter.

"YOU FUCKING BITCH!" yelled a girl. The whole cafeteria went silent. Everyone turned to see three girls at the door of the cafeteria. Peter recognized one.

Gwen Stacy.

Liz's best friend.

"Liz wasn't like that, take it back!" she yelled at the other girls. Peter thought they were upperclassmen, considering he didn't recognize them.

"Well obviously she was, and you just need to face the facts, Gwen," said one girl. "Her father was a criminal, and she probably was too. I guess all that money she had was blood money." The girl sneered at Gwen, who obviously couldn't take it anymore and she lunged at her. Then they were on the floor, and the whole cafeteria went wild.

It didn't take long for teachers to appear and separate the girls. Another few tried to calm the students who were cheering the fight on.

"Fuck you, Marcie, you bottle blonde cunt! And you too Cynthia, you shallow bitch!" That was the last thing Peter heard as Gwen was dragged from the cafeteria. Soon the other girls were led away, and the cafeteria went back to its normal chatter, a little more spirited than usual.

"Oh my god, that was insane," said Ned. Peter felt a weight settle in his stomach.

"Liz and Gwen were best friends. Practically inseparable," said MJ, looking at the spot where the fight had happened. She sighed, turning back to her food. "Not surprising Marcie is already making her move."

"Her what?" said Peter.

"Her move. On Liz's spot in the hierarchy chain. She's dragging Liz's name through the mud, to make herself look better."

"Why would she do something like that?" asked Ned.

"Number one rule to gaining popularity, control the narrative." She shook her head in disgust. "It's only been one day and they're already tearing into Liz, who isn't even here to defend herself." MJ leaned in close. "I heard that she and her mom went into protective custody, not even Gwen knows where they are." She leaned back. Peter couldn't help but feel guilty. He had to stop Toomes, that much was clear, but did he have to ruin Liz's life while doing so.

"Hey Peter, why the long face?" asked MJ.

Peter shrugged. "I don't know, guess I feel a little guilty over Liz."

MJ narrowed her eyes. "Why? It's not like you had anything to do with her problems." Her voice was calm, but Peter's Spidey-Sense was going off. He was treading on dangerous ground.

"No, I guess not." Even though he totally did. "I guess I feel…" he trailed off trying to find an excuse that didn't sound like a total lie. "I guess I feel bad that her last memory of school was the dance where I ditched her." He felt Ned tense beside him, and Peter hoped his friend didn't say anything to give away the real reason.

MJ nodded, "That makes sense." Her shoulders loosened, and the feeling of imminent danger passed. "Why did you leave the dance by the way?" she asked. Peter's eyes opened wide. Thankfully the bell rang out, and everyone started to swarm out of the cafeteria.

"Oh well, look at the time," said Peter grabbing his empty tray. "We'll see you in fifth period MJ. Come on Ned let's go." Her power-walked away, fully aware of MJ's eyes on his back. Ned caught up as they entered the cafeteria.

"You do know she's not going to let that go, right?" said Ned as they made their way to 4th period.

"Yeah, I know. But I need more time for a better excuse than, 'I left because my date's dad was a supervillain who I had to take down'," whispered Peter.

"Good luck with that man. MJ's scary."

Peter sighed. "Trust me, dude, I know."

* * *

_Park outside Ned's Apartment – October 17, 2016_

The hot apple cider warmed Peter's hands. The day was chilly but the bench where he and Ned were sitting was bathed in sunlight making it bearable to be outside. He wished they'd been in Ned's heated room, but his sister had her friends over, and their screeching hurt his ears.

"Okay, so what you're telling me is that Tony Stark apologized to you," said Ned.

"Well kinda. He did say he was sorry for insulting me, and he thanked me for saving the plane. I mean it was done all causal and the like, but that's just how he is, I think." Peter didn't know what to make of the events that had happened the day before. It all seemed to happen so fast.

"And then he invited you to the, what did you call it, Avenger's Compound?" asked Ned.

"Eh, more like he dragged me there after finding out I was still hurt," said Peter.

Ned sighed in relief. "So, you had an actual doctor check you over. That's good."

Peter laughed and patted his friend on the back. "Dr. Cho said you did a really good job, Ned. She even complimented your stitches." He watched as Ned shuddered.

"Please don't make me sew you up again Peter. That might have been the worst night of my life. Seeing you that hurt fucking sucks."

Peter nodded. "I'll try not to. I have no more plans to go after supervillains. Once I've got the go-ahead from Doctor Cho it'll be back to normal, just muggings and bike thefts."

Ned shook his head. "Peter there is nothing normal about that statement, but you do you, buddy." Peter stuck his tongue out at Ned. "Okay, so what happened next?"

"Well, then I met… I met Virginia Potts-Stark."

Ned's eyes widened. "Oh my god, you met your mom."

Peter winced. "Yeah, can we not refer to them as my mom and dad. I don't know, it seems weird."

"It's only weird because _you're not telling them the truth!_ Dude, look, I know you had _kinda_ valid reasons when you didn't even know them. But now? Now it just seems… wrong?" Ned threw up his hands in frustration. "I don't know, Peter. This entire situation is so fucked up."

Peter thought of his nightmares from the night before. He knew, logically, the Starks would never say those things – at least not to his face – but, the utter hopelessness and despair he'd felt wouldn't leave his mind. Could he really tell the Starks and have everything turn out okay? He couldn't even bring himself to tell May the truth and he'd known her as long as he could remember. What chance did he have guessing the reaction of two people he barely knew?

"I don't know either Ned. But I think my reasons are still valid. They think I'm… Samuel is dead. They've mourned and moved on. I still don't remember a thing before my fifth birthday. Trust me I've tried. And I could be _wrong_ about everything. It could all be a fluke that everything lines up, and I might not be their son, and-"

"Peter, get ahold of yourself," said Ned. "Come on dude, after everything we found? The birthmark and the photos and the timeline? There's no possible way you are not Samuel Stark, and I really think you should tell them." Ned paused. "Look, why not get the chance to know them? Once you see they'd be better off knowing _their child isn't dead,_ then you tell them the truth."

"You think so?" wondered Peter. "I mean Mrs. Pepper seemed upset I was being a hero and everything, and-"

"Peter, think logically, for a few minutes. Would my parents hate me if they out if they found out I was a superhero?"

"Well, your dad does work for the Pentagon…"

"Peter!"

"Okay no, but your parents love you!"

"And you don't think the Starks would love you?" asked Ned incredulously.

Peter shrugged, glancing away. "I mean, no I guess, maybe. I don't know."

"Or do you think they'd love the idea of Samuel, instead of the actual you." Peter looked at his friend. He hadn't even been able to voice that worry in his own mind yet. "Am I right?"

"How did you…?"

Ned placed a hand on Peter's shoulder. "Because I _know_ you, Peter. That's exactly the type of bullshit you would believe. Because for some reason you think people are incapable of liking you for who you are."

"Kids at school hate me."

Ned rolled his eyes. "They're idiots. They hate you because you're different."

"Well what if the Starks hate me because I'm different," Peter ignored how his voice cracked.

"Well your _mom_ is a Fortune 500 CEO, and your _dad_ is a superhero who flies around in a metal suit of armor. I think normal is a little relative for your family anyway. Give them a chance. Besides, you'll have plenty of time. After all, you have to find a way to get close to them to get to know them."

Peter felt his face redden. "That might be easier than you think," he mumbled.

"Why?"

"If you had let me finish telling my story, you would know. After Mrs. Pepper had left, Mr. Stark invited me to the Compound every other weekend, and to come over to SI headquarters twice a week." Peter watched in amusement as Ned's mouth dropped open.

"No way!"

"Yes, way. He was super insistent about it too. I think he feels guilty about the whole plane incident. Said he wanted to keep a better eye on me."

Ned was practically beaming. "Okay, one, that is too cool for words. And two, this is the perfect opportunity to get to know them."

Peter rolled his eyes. "Ugh, alright, alright. I'll think about it. Okay?"

"That's all I'm asking. I swear if I hadn't pinkie-promised…" Ned trailed off.

"But you did," smirked Peter.

"Yeah, yeah I know. Hey, how are you getting all this past your aunt anyway? What does she know?"

"Nothing, as long as I have something to say about it." Ned raised an eyebrow. "I'm gonna run the Compound weekends past her tonight. And the actual internship days shouldn't be a problem considering I was already using those days to go patrolling right after school." Peter glanced at his phone and saw it was almost five. "Speaking of May, I better get headed home. She's making dinner tonight." He saw Ned grimace.

"Good luck with that." He offered out a fist. "We good dude?"

Peter returned it. "Yeah, we're good. Thanks, Ned. I have no clue what I'd do without you."

"Crash and burn buddy. Crash and burn. See ya tomorrow."

Peter waved goodbye and headed to the entrance of the park. As he walked away, he threw the empty cider cup over his shoulder into a trashcan. He glanced back briefly to see it sail right in.

"Show off!" yelled Ned in the distance. Peter chuckled; he had the coolest friend in the whole world.

* * *

_The Parker's Apartment – October 17, 2016_

"Hey May, I'm home," Peter called, as he walked into the apartment. No response. He checked his phone and saw May had texted him. She was headed out to the store to grab groceries for dinner.

He entered his room and slung his bad to the floor. He'd deal with homework after dinner. Or maybe he'd wait until tomorrow morning when his inevitable nightmares woke him up too early.

He glanced at his closet and saw the silver case Mr. Stark had put his suit in. He'd put it there after he'd arrived home. Too tried to properly hide it. Now there was something he could do. Opening the case (fingerprint touch, so cool) he grabbed the mask from the display and put it on over his head. Immediately all the system flared to life.

 _"Hello Peter, it is good to see you again. It has been seven days since you last accessed my systems. I have received multiple updates to my programming and some previous features have been restricted."_ Peter smiled as he heard Karen's friendly voice.

"Hey Karen, good to see you too. Yeah, I know about the restrictions. I'm just glad to be back."

_"I am detecting multiple bruises on your face. As the rest of the suit is not currently activated, I cannot do a full-body scan. Should I alert Mr. Stark of your injuries?"_

"Woah, woah, woah, no need to do that. Mr. Stark… uh, Mr. Stark already knows. I'm fine, honestly. There is no need to call him."

 _"My programming now requires Mr. Stark to be alerted if you get injured during patrol."_ Peter winced. When Mr. Stark said he'd be keeping a closer eye on Peter he didn't realize it would be that close of an eye. Oh well, it wasn't like he got hurt _that much_ when he was on patrol.

"What other things have been added to your programming?" he asked.

 _"There are now multiple training modules on how to use the webbing features. My criminal person's database now includes both domestic and international criminals. And an additional seventy-six web combinations have been added. Multiple bugging errors in my personal response system have been updated. As well as my access to the internet to have a larger pool of data to draw from to make educated decisions."_ Peter whistled.

"Wow, that's amazing Karen. We'll have to try out everything as soon as possible. But I won't be out on patrol for at least another week."

_"Is there anything else you wished to discuss Peter?"_

"Nah, Karen I just missed hearing from you. I only had you for a little bit, but you are super cool. I was afraid I would never get the chance to talk to you again."

 _"I suppose I "missed" you too Peter."_ His super-hearing picked up on the front door being unlocked, and the sound of May juggling groceries outside their door.

"May's here I've got to go. I'll talk to you later Karen. Bye."

 _"Goodbye, Peter."_ He ripped the mask off his head and threw it into the closet. He closed the door and headed out into the living room to see May walking in.

"Hey May, how was your day?" He walked over to where she was and grabbed a few bags out of her hands.

"Pretty good. How about you sweetie?"

Peter shrugged, "Ah, you know. Same old, same old. We finally started that new project in workshop today. It's gonna be like, half our grade." He set the bags on the kitchen table and started taking things out of bags.

"Oh, I'm sure you'll do great on it. I'm gonna go get changed into something comfortable. Keep unpacking things I'll be right back to get started on dinner." She headed down the hallway, and Peter started placing things in the cupboards. He was almost finished when his Spidey-Sense went off a bit. Not enough for him to think there was danger, but enough to know something was wrong. He looked around but saw nothing until he looked down at his aunt's purse that she'd left on the counter.

There was a prescription bag in there. Peter took it out and looked at the label. It was medication for May, called sertraline.

He heard May's bedroom door open, so he dropped the bag back into her purse and went back over to the kitchen table to unpack the last few things. His mind whirling thinking about why May would need medication. was she hurt? was she sick? Peter didn't know, and it made him nervous.

"Ugh, so good to get into comfy clothes," said May as she walked back into the kitchen. "You up for chicken and pasta this evening?" she asked.

"Sounds good to me May. Hey, I wanted to talk to you about some stuff for Stark Internship." He figured it was best to get the conversation out of the way now, rather than waiting so he could talk himself out of the lie he was about to tell.

May went to the cupboard and pulled out a wineglass and filled it halfway with a bottle of red wine from the counter. "Oh really, what kind of stuff?"

"So, I've been working on a project. Really cool bioadhesive bandages that can be used for field usage. I've been working on it with a team, but Mr. Stark came by the other day and he offered me concentrated lab time to work out all the kinks." He'd worked on this lie the whole way home from talking with Ned. He really hoped May would buy it.

"Like what kind of concentrated lab time? You're already gone a few times a week. How much more time could you spend there?" she asked, her tone a bit cold. Peter gulped, he really needed May to be on board with this. Despite his initial hesitation at being invited to the Compound it would be so freakin cool to be training in an Avenger's facility. He had to get her to agree to this.

"Like twice a month at a research facility upstate."

"Upstate?" she asked in alarm.

"Only like two hours out of the city. It's not far," said Peter.

May took a sip of wine. "I don't know Peter…"

"Please May, it's a great opportunity. Transportation's already arranged, so it won't take time out of your work schedule. Food and lodging are provided, so you don't have to pay for anything. I've heard some of the other interns talk about it. It's basically like science heaven. It's pretty common to go there and get uninterrupted work done. Besides, Mr. Stark said if I work really hard, I should have a viable prototype by the time I graduate. Imagine how great that would be for colleges and scholarships." Peter crossed his fingers hoping she bought the explanation.

"Are you sure you'll have enough time to do it with school and decathlon? Aren't you taking three AP classes?" asked May.

"I'm bored in class already, and homework is barely a challenge. And it won't mess with decathlon, I promise. I would head upstate after I do practice Saturday mornings. I already had it cleared with my supervisor." By that, he meant Mr. Stark, but May didn't need to know that.

"Okay, you can do it," she said.

"Yes!" he cheered.

"But there are conditions. First off you text me. Like constantly. Whether I'm at work or not, doesn't matter."

"Okay."

"Second, if your grades drop, or I start getting emails from your teachers about you sleeping in class or something, I'm pulling the plug. School comes first."

"Of course," he said.

"And third, you have to fun." Peter smiled. May was the absolute best. He leaned in and pecked her on the cheek.

"Thank you, thank you, thank you May!" She ruffled his hair, but he was too happy to care.

"You're welcome. Let me know if there's any paperwork I have to sign." Peter nodded, maybe he could get Mr. Stark to make something up, so everything looked official. "Now go fill the pot with water while I get the chicken cooking."

The chicken ended up slightly burnt and the pasta ended up a less than al dente, but otherwise, dinner was delicious. Peter even indulged a little more than usual meaning there were no leftovers for the fridge. They chatted about random things; funny stories from May's job, what Peter was doing in class, new movies they thought looked fun. It was nice.

Afterword Peter grabbed his bookbag out of his room and settled in the living room to work on homework while May watched a television show. The work wasn't super complicated so he could get everything done pretty quick even while being half distracted by the show.

About an hour into his homework he watched as May poured her fourth glass of wine for the evening, almost emptying the bottle that had been full. He wondered if he should say something about it. Her drinking had been pinging off his Spidey-Sense since August. It made him worry. Especially now that she was apparently on medication. But she was an adult, it wasn't really his place to say anything.

It still made him uncomfortable though.

Eventually, she turned off the TV and excused herself for bed. She had a shift that started at six in the morning. Peter told her goodnight and went to his own room too. Nights like these were nice. He'd thought them gone forever when Ben had died but they had managed to come along way since those silent nights following his death. It still hurt, but it was getting better.

Now if he could just get rid of his stupid nightmares.

Peter lounged on his bed for a minute, not want to actually fall asleep. What else could he do though? With his homework finished, and patrol not an option, what else did he do to occupy his time?

Not much.

Damn, he needed a hobby.

He pulled his laptop up onto the bed and logged in. Maybe the internet could provide a distraction. He scrolled through twitter clicking on any articles that seemed cool. He scrolled past an anti-Tony Stark Article from Vanity Fair. Yeah, that was a rabbit hole he didn't need to go down. The last time he ended up on _that_ part of twitter he hadn't emerged for six hours. Arguing with idiots over common sense things like Tony Stark _not_ being an alien/communist/supervillain probably wasn't the best use of his time.

They were still wrong though.

He scrolled on to the next thing.

His feed was mostly filled with celebrities that he liked, a few people from school, and a lot of scientists and engineers. Sometimes they posted stuff to their websites and blogs and Peter could access it without going through a paywall. So, he was a little surprised when he saw a business article in his feed.

**"Swedish Bioengineering Company Moves Continents After Vice President Embezzles Funds to Support Terrorists"**

It was a catchy headline for sure. Peter clicked on the article.

_"…after months of investigations by internal affairs, Vice President David Lundgren was accused of embezzling funds from Veratech Inc. and other subsidiaries._

_These funds were used for a variety of personal reasons and expenses. In addition, several million dollars were given to multiple terrorist groups across the globe including ISIS, the Mutant Brotherhood, and other independent terrorist cells across Europe._

_The inciting incident for this investigation was due to a leak in security after the Avengers prevented an attack from an independent group called the Genesis Society_

_Initial investigations believe the amount to be embezzled after eight years to be around 5,662,471,404 kronor or the equivalent of 600,000,000 U.S. dollars. The former Vice President faces heavy prison charges._

_CEO and Owner Wilma Veras stated in a press conference, "… this utter betrayal is in direct contrast to everything Veratech Inc. stands for, and I will do my personal best to ensure that Mr. Lundgren is punished to the full extent of the law." She also stated these investigations will not stop the planned move of Veratech headquarters from Stockholm to New York City this coming fall…"_

Peter clicked out of the article, his mind whirling. He didn't know anything about embezzlement or business, but this sounded bad to him.

He hoped the company would be alright after everything. He'd read about the research Veratech was doing after he was determined to understand Richard's work. The company had an amazing cancer research program, and they'd been recently awarded awards for the discovery of a new gene sequencing algorithm that could potentially help people with Alzheimer's.

He continued scrolling through his feed and caught sight of something else he followed.

News about Spider-Man.

It was an article by the Daily Bugle, which made Peter want to groan and shut his laptop off. But he clicked on it anyway.

"Alright JJ let's see what you have to say about me this time," Peter whispered. James Jonah Jameson was the owner of the Daily Bugle – a newspaper that was caught somewhere between really good journalism and vicious gossip rag – and for some reason he despised Peter's alter ego.

_"… After Spider-Man's terror attack against the Staten Island Ferry, which was stopped by New York city's real hero Iron Man, the raging menace that is Queen's vigilante has not been seen. Although several reports say a man dressed suspiciously like Spider-Man was involved with the plane crash that happened at Coney Island Friday night._

_Whatever the case, one must be prepared for wherever this masked vigilante has in store next for the unsuspecting people of Queens."_

Peter pressed the x-button on the tab and slammed his laptop shut with a little more force than necessary. It was nothing Jameson hadn't said before, but it stung a little more this time.

_"New York city's real hero Iron Man…"_

No. Spider-Man was just a real hero as Iron Man was. Sure, he wasn't as well known, but he helped people. He saved people. Peter pushed away the feelings that arose when he thought about the times, he _hadn't_ managed to save people. He pushed away the guilt and anger and frustration. He would show them. He would prove himself over and over and over again. Not because he had to, but because that was what he did.

He would save people, no matter what a washed-up old reporter said about him.

Because Spider-Man was a hero.

Peter put his laptop on his bedside table and switched off the light. He needed sleep. He had a long day tomorrow.

**Notes for the Chapter:**

> Wow, another week has come and gone and here I am back on my Peter angst train. I love writing nightmares. They're such wonderful things to demonstrate the worst fears of your characters. What did you guys think? What's Flash's problem? What do you think of all the new characters? Gwen, I'm so glad you're finally here! Ned Leeds Stans, f in the chat, please! And May, darling May, you need some help. Tell me your thoughts down in the comments below. Thank you all for the amazing response to last week's chapter. My gratitude is beyond words. I love you all. Stay safe and happy. See you next week!


	3. Welcome to Candyland

**Summary for the Chapter:**

> Peter heads to Stark Industries.

**Notes for the Chapter:**

> Hey, guys sorry for the late update. Christmas was super crazy for me and I'm visiting relatives right now, so my writing time has been kind of sparse. That being said I have a big chapter here ready to start your New Year off right. So please enjoy it! 
> 
> Warnings: Physical abuse against a kid (brief and not Tony or May), Excessive drinking (That's May).

_Midtown School of Science and Technology – October 19, 2016_

Peter and Ned walked out of the school building together. Peter vibrating from the nerves that had settled in his stomach.

"Dude everything is gonna be okay," said Ned. "You have this. You're only going to Stark Industries and interning for the smartest man of our generation. Who just so happens to be you-know-what.”

Peter glared at his friend. "Ned, that is not helping."

Ned continued on. "I want to know everything that happens. You'll have to tell me before school tomorrow. Okay?" Peter nodded. "Oh, look. Isn't that Mr. Happy's car?" Peter turned around to spot a black sedan on the other side of the street.

"Yep that's him," groaned Peter.

Ned patted his friend's shoulder. "Keep an open mind, don't word vomit, and if you get hungry, don't forget to eat."

Peter rolled his eyes. "Sure thing, _mom_." Leaving Ned on the sidewalk, he hobbled on the crutches over to the car. It had been one day since he'd healed enough not to need them, and he was already sick and tired of pretending he was hurt.

Peter made it to the car. He hesitated briefly, was he going to go through with interning for Stark? He shook his head. He'd already agreed to everything with Mr. Stark. He'd look like an idiot if he backed out now. He took a deep breath, and opened the back-seat door and climbed in.

"Good afternoon, Happy," Peter said, sliding off his backpack and laying his crutches on the floor.

"Hey kid. Strap yourself in," said the man, starting the car. "How was school?"

Peter was a little shocked the man wanted to know about his day. Sure, Happy had apologized and everything for how he'd treated Peter, but it didn't mean the man had to pretend to be interested.

"Oh, it was fine. Same as usual." Same as usual meant bored-out-of-his-mind, in Peter-speak. He thought taking two AP science classes would give him a little more of a challenge, but he was wrong. Maybe, he'd go for four AP classes like MJ had next year.

"That's good," said Happy.

Peter was glad Happy had asked. Maybe the man didn't despise his existence. "How was your day Happy?" He saw the driver's eyes widen in the mirror, before going back to normal.

"Oh… uh, it was fine too. Same as you, the usual stuff."

Peter smiled. "Besides for picking me up and driving me?"

"No," responded Happy, pulling out into traffic. "That's pretty normal. It hasn't been my job for years now, but I still get roped into chauffeuring Tony around. And now you, I guess."

That intrigued Peter. He knew Happy had worked for Mr. Stark for a long time, but he didn't know what the man's job actually was.

"What is your job, exactly?" Peter asked. He remembered how much the other man hated answering all his questions. "If you don't mind me asking."

Happy grunted. "Nah, I don't mind. I'm Head of Security for Stark Industries. It's kind of complicated and boring you don't want to hear about it."

Peter shook his head. "Nah, it seems pretty important. You can tell me about it if you want." Peter was willing to listen to anything if it distracted him from where he was going.

"Oh, well, okay," said Happy. Peter could hear the surprise in the other man's voice. He wondered how often the man got to talk about himself. "I, uh, like I said I'm Head of Security at Stark Industries. I mainly work at whatever building we're calling headquarters which is usually our New York or Los Angeles location. I oversee all the security measures put in place for the building and for all the events we host. I also oversee the hiring of SI security personal for all locations."

"Wow, that's a lot of stuff to do," said Peter, kinda shocked at how much the man had on his plate.

"Eh, kind of. Most of the time I'm coordinating people to do things. And responding to emails. Lots and lots of emails. Don't get a real job, you'll never stop answering emails."

Peter laughed a bit, so the grumpy man did have a sense of humor. "So why do you have to still drive around Mr. Stark?" Happy shrugged his shoulders.

"Eh, I don't _have_ to do it. Most of the time he either flies, drives himself, or has an _actual_ chauffeur, but if I have the time I try to. It reminds me of the old days. Before metal suits of armor or supervillains and the like."

"So that was your job before Mr. Stark became Iron Man?"

"Yeah, along with being his bodyguard." Happy slammed on the brakes as another driver cut him off, honking its horn. "Screw you too buddy!"

Peter, used to crazy New York driving, ignored the exchange. "No way! Mr. Stark needed a bodyguard?" he couldn't help but laugh a little bit. Peter saw Happy smirk.

"Tony got into so much trouble. There was one time, this was years ago mind you, he decided to go drinking at a bar on the wrong side of town. Probably wasn't the best decision considering he'd already been out partying for a few hours. Turns out there was a gang war happening right outside the bar. Before I know it, Tony's jumped out of the car and into the middle of a fistfight with another guy. Took me twenty minutes and a black eye before I was able to drag him out of there." By the end of the story Happy was smiling and Peter was howling with laughter.

"Let's not mention I told you that alright?" said Happy, once Peter calmed down.

"Sure Happy, my lips are sealed."

The man nodded. "Thanks, kid. God, most of those stories are so old now, this was years before Pepper came onto the scene. And she changed everything, her and…" Happy trailed off and cleared his throat. Peter felt his stomach drop at the almost mention of Samuel.

Not that it should matter if the boy was mentioned. Samuel Stark was dead. He'd been dead for eleven years.

 _'You're in denial,'_ whispered a voice, sounding suspiciously like Ned.

 _Shut up,_ thought Peter.

"Anyway, that was all before Afghanistan. Afterwards, I was reassigned to be Pepper's head of security. Which once she became CEO was an even bigger job, because she actually traveled for meetings, unlike Tony." Peter listened thoughtfully soaking up every piece of information like a sponge. Although he didn't want to look too closely why.

"So how did you become the Head of Security for the whole company?" Peter asked.

"Well after I nearly got blown up-"

"Wait! What?"

"Long story involving big brains and human bombs. You don't want to know." No, Peter was pretty sure he wanted to know. "I took a break for a while, when I came back Pepper had new security personal. This was about the time when everything with SHIELD and HYDRA went down, so it was all hands on deck. By the time the worst of the mess was cleaned up, I hadn't had an actual job title in months. The previous Head of Security was retiring, and I was already half doing the job, so…"

Peter did a low whistle, "I wouldn't be able to do a job like that. Talking to all those people sounds like a nightmare."

Happy chuckled, "Eh, you get used to it. I did most of the hiring out in California since SI New York only became a base of operations after the Ultron offensive. But this past spring I moved out here full time."

"Why?" asked Peter.

"Oh…" Happy trailed off. "Just because." The conversation came to a halt. Peter could tell Happy didn't want to talk about why he moved out to New York. Peter got the uncanny feeling it had something to do with the way Mr. and Mrs. Stark didn't seem to be getting along.

Peter pulled his phone out of his bag and plugged in earphones. The conversation with Happy had distracted him for a while, but now he was alone with his thoughts. Not a great place to be when he was internally freaking out. He set his music to play and looked out the window, to watch the New York traffic go by.

* * *

_Stark Industry Headquarters – October 19, 2016_

A while later, they arrived at a tall building. Happy came to a stop in front of a set of glass revolving doors.

"I'm going to let you get out here while I park the car. Head into the lobby and sit there till I come and get you. We don't have FRIDAY installed in the building yet, and you're not in our security database. I'll enter you in, get you a badge, and give you a quick tour before taking you to Tony, okay?"

Peter was relieved he had a few more minutes before he had to deal with Mr. Stark. "Sure Happy. Mind if I leave my crutches? They'll only get in the way." Happy nodded, and so Peter left the car and stared at the large building in trepidation. When he turned back, he saw Happy had pulled the car back out into traffic again.

Taking a breath, he stepped through the large revolving doors with the SI logo on them and into the building.

The first thing Peter noticed was that everything was shiny. The floors were shiny, the metal décor was shiny, heck even the tinted glass paneling was shiny. The next thing he noticed was how big it was. The building had to be at least eighty stories tall. The front entrance was several stories tall with a huge chandelier. There was a grand reception area with secretaries working behind large desks.

Hurried people walked in and out of the lobby. Some passed on through to the elevators, others talked to the secretaries. Peter swore he could hear a tour group not too far away. Men and women in suits congregated around a water wall. Off to the side, Peter could see a restaurant-and-bar type looking area filled with chatter and the smell of food.

Everything looked expensive and new.

Peter was afraid to even breathe lest he broke something.

Hesitatingly, he followed Happy's instructions. There was an area off to the side that had a clustered group of chairs and couches. Gently he sat on a couch and continued gazing around the lobby in fear and wonder. If this was how the _lobby_ was, he wondered about Mr. Stark's office? workshop? wherever they'd be doing this internship thing.

Peter had no clue about what was going to happen, and it made him nervous. The ache of his Spidey-Sense had only increased since he'd entered Happy's car, and he had headache. The smell of fancy colognes and the mindless chatter of the people in the building was hell on his senses. The last thing he wanted to do was fall victim to a sensory overload in public. Or worse, in front of Mr. Stark.

He could see his reflection staring back at him thanks to the shiny floor. He thought he looked professional in his button-up and sweater combo. He even wore khakis instead of his usual jeans to spruce up the look. But compared to the sleek and put together businesspeople, Peter felt like he was wearing a t-shirt and ripped jean shorts.

He was out of place.

He didn't belong.

And a little voice in his head seemed to whisper that if he was _really_ still Samuel Stark than this place should be familiar to him. Like a world you were born into you can never grow out of.

"What are you doing here, kid?" asked a gruff accented voice. Peter looked up from the floor to see a large man in a suit. He easily was the tallest person in the room. He was bald and had a mean-looking expression on his face. Peter's Spidey-Sense immediately flared from its low buzzing hum. This man was not good news.

Peter gulped.

"Oh, I, uh… I'm- I'm waiting for someone. They, uh, they'll be right back," stuttered Peter. The man's eyes narrowed.

"There's no loitering allowed in the lobby. Go wait for your friend elsewhere," the man's accent was thick, but his contempt was easily heard. Peter glanced over to the fancily dressed people in the restaurant and by the water feature. _'He means no poor, awkward looking, teens are allowed to loiter.'_

"Oh, um they told me to wait here. I'm getting a security badge. I'm uh… I'm a new intern." Peter looked around, avoiding eye contact with the man, hoping Happy was coming back soon. It had been several minutes; shouldn't he be here by now?

The tall man laughed harshly. "Yeah right, kid, likely story. Now be on your way before I call a security team, and have you removed." At this point, Peter was panicking. What was he supposed to do now?

He stood up, trying to plead with the man. "No, no, please believe me. I am a new intern. I start today, and I uh-" Peter's Spidey-Sense flared when the large man grabbed his arm.

"Alright, that's it, kid. Time for you to leave." Peter tried to pull away from the man, without it looking suspicious. He could have easily gotten away, but it would involve using strength a fifteen-year-old kid should not have when up against a six-foot something man.

"It'll just be another minute. I swear the guy who told me to wait will be here soon. His name's Happy Hogan he's the Head of-"

"Lying brat," the man sneered, and Peter felt his senses urging him to move but couldn't with the grip the man had on his arm. The man's hand came forward and… smacked him across the face. "You don't know Hogan, and when he _does_ get here you will be banned from this building." Peter felt the sting on his face, and his eyes watered a bit. Not from the pain. No, he'd had worse during even a quiet night as Spider-Man. It was from the embarrassment.

Everyone in the lobby looking at them. He'd just gotten slapped by a random security guard while waiting for Happy to get him clearance, so he could go to Tony Stark's workshop.

What even was his fucking life?

Peter figured it was better to use a little extra strength and get out of the man's grasp than maintain total normalcy. Yanking his arm away, he scrambled out of the immediate reach of the guard. The man grabbed a walkie talkie from his belt and said something into it. Peter could barely hear with the blood pumping in his ears.

"What the hell is going on here!" Peter saw Happy striding across the lobby. His face looked murderous.

"Mr. Hogan, this cretin-" started the large security guard, but Happy breezed right past him and over to Peter.

"Kid, are you okay? Honestly, I leave you alone for ten minutes and you get into trouble." Peter nodded his head but didn't say anything. He could still feel the gazes of all the people around him. The smells and sounds and bright lights were killing him. He knew he was on the verge of a panic attack, and it was taking everything he had not to break down.

Breathe in.

Hold.

Breathe out.

Hold.

"Mr. Hogan, I didn't- that is to say- there's no loitering-" the security guard tried to explain himself, but Happy shut him down.

"I saw you slap a _child._ Even, if you hadn't, I would still have problems with your conduct. But you went after the wrong person. Now get your ass to my office. I'll deal with you later." Peter saw the man's shoulders slump, and he gave a last fleeting glare at Peter before he was on his way. Happy sighed, and grabbed Peter's bag, which had been knocked off the couch and onto the ground.

"Come with me," he said. Peter followed him to a hallway that led to a large elevator.

"I didn't realize that would happen, Peter, otherwise I would have had you come with me," said Happy once they came to a halt. At this point, Peter had calmed down enough to be able to respond verbally.

"It's fine Happy. I'm okay. I could have gotten away whenever."

"So, you're telling me you _let_ him slap you?"

Peter shrugged, "I didn't want to cause a scene. I knew you would be there soon."

"Well too bad a scene was caused." Peter winced at the man's tone, he hoped the man wasn't too mad with him. He liked that Happy wasn't so mean to him. Peter didn't want to go back to the glares and short answers he'd gotten in Germany. "It's a good I got there when I did. I'll deal with him, and I promise you'll never have a problem with tower security again." Peter saw the look on Happy's face pass between anger and guilt. Peter couldn't help but feel like a burden for causing more problems.

"Here's your pass." Happy handed him a small box. Peter slid open the case and inside was a metallic square about the size of a credit card. It was black with the Stark Industries logo in the middle. In the left-hand corner was his name engraved on it.

"It's a biometric access card. It'll get you through here," he pointed back to the large elevator, "which is the only one that goes up to Tony's workshop and penthouse. Put your thumb on the logo."

Peter did, and a blue ripple spread out across the card, turning it almost clear for a second.

"There, now it's set, no one else can use this card." Happy looked Peter in the eyes, "Do _not_ lose it."

"Yes, sir," said Peter. The man guided him over to the elevator.

"You hold the card with your thumb on the logo, and tap it against the scanner." He pointed to a black pad with a red light above it. "Once it turns green the doors will open, and you'll have a few seconds to walk through before they close. Normally we'd have FRIDAY running everything, but she's not fully installed here." Happy demonstrated with his own card, and once they didn't enter the elevator after about ten seconds the doors closed.

"Tony's workshop is on the 73rd floor. Everything above that is private rooms. The card also gives you access to the rest of Stark Industries floors in case Tony ever needs you to grab something. Just present it to anyone who asks for identification. There's also a cafeteria on the 50th floor, free for all employees to use. And my office is on the 23rd floor. Any questions?"

"No. Thanks, Happy." Happy awkwardly patted Peter's shoulder.

"You should get going, Tony will be expecting you. Just come to my office when you're going home for the night and I'll drive you back." With that, the man headed off down the hall and back out to the lobby.

Peter stared at the elevator for a moment, before using his card to open the shiny metal doors. This entire day was so surreal, and it had barely even begun. The light above the panel flickered green and Peter entered the elevator. The doors shut behind him, and he saw rows of buttons and pushed the one for the 73rd floor.

As the elevator rose Peter glanced around at the polished floor and walls. Everything was sleek and spotless. Peter was afraid even looking would create smudges. He shoved his hands into his pockets and continued to watch the numbers change. Once they hit fifty, the walls – which he had assumed to be black – gave away to bright light. The elevator traveled up the side of the building, and Peter could see the city around him.

Wow.

Peter glanced out, watching the cars below. He couldn't wait until he was given the all-clear to go patrolling again. He missed falling off of buildings and swinging himself to safety at the last second. He remembered how scared he used to be of heights. And in reality, he never got over the fear, but he knew that he'd catch himself every time, so it made the experience less terrifying.

Eventually, the elevator slowed to a halt, and the doors opened. Peter stepped through into a large room, at least two stories high. Two walls were made of glass and steel beams, while the other two were made of concrete. A set of glass stairs lead to a catwalk and landing above the main area. There was building material strewn everywhere, and Peter could also see a half-built car sitting over in the corner. In the center of the room was a slightly raised area, surrounded by worktables with blue screens hovering above them.

Peter had never seen anything cooler in his whole life.

"Well are you going to stand there looking or are you going to come in?" drawled a voice. Peter glanced at the area with the blue screens, and this time saw Mr. Stark standing in the middle. The screens powered down, and Stark stepped off the platform.

"Welcome to Candyland, Mr. Parker. What do you think?" The man sauntered over, dressed in a t-shirt and pair of jeans making Peter look completely out of place.

Why couldn't he win today?

"H-hi Mr. Stark," Peter said. "I think- I think this place is amazing. It's like, a cross between a garage and a spaceship."

Stark smirked, "That's exactly the vibe I was going for kid. How are your injuries?"

Peter shrugged, "They're okay. I don't need the crutches I'm using at school anymore, and the bruises on my chest are almost gone. The stitches are starting to itch though."

"Yep, that usually happens. We'll get them out when you arrive at the Compound on Saturday. You haven't used the suit any?"

Peter shook his head, "No. But I did get the chance to talk to Karen."

Stark had turned back to the raised area. "Who?" he asked.

"Oh, um, Karen? She's the lady in my suit. The one that got activated when…"

"When you hacked it. Yes, yes, I remember. Didn't know you named her though. Karen. Huh? Interesting. What did you think of the new upgrades?" Peter smiled; shop talk, he could get behind that.

"I liked them. I can't wait to get back out on patrol to test everything out. But did you have to make sure you're alerted whenever I get hurt?"

Mr. Stark raised an eyebrow, "Yes. And I should've done it in the first place too. But it's all in the past. Proper monitoring and communication from here on out. If there's a problem, I need to know about it. Understood?" Peter nodded reluctantly, it wasn't the worst thing in the world that Mr. Stark cared, but it made Peter feel a little watched. And the last thing he needed was Mr. Stark watching too closely.

"Well get on over here. You brought the suit, right?" Peter dropped his backpack and pulled the suit out, feeling a little bad that it looked wrinkled. He saw Mr. Stark shudder. "Really? You carry it like that?" the man asked.

Peter shrugged, "Well it's not like I can carry a silver suitcase around all day."

"Good point. We'll have to figure out an alternative so you're not just shoving it in there. Imagine what would happen if you lost the bag." Peter did even want to contemplate it. He walked over to the raised platform and stepped on watching as Mr. Stark turned back on the holograms with a wave of his hand.

"You can place the suit over there," said Mr. Stark, gesturing to a table covered in pieces and parts and old mugs of coffee. It kinda looked like Peter's desk at home whenever Peter got sucked into a project.

 _'Oh, I wonder why,'_ drawled a voice in his head. Peter shook it aside.

"Now this is where the magic happens," Stark said looking at the holograms. "These puppies are-"

"Holographic interface tables. Fully automated touch response, and connectivity to a design CAD program. I read about them in an engineering journal. These are top of the line, used only for businesses. I don't even think tech schools have them yet," Peter said in amazement.

"Well MIT and CAL tech do, but that's because I donated a pair to them. You're into engineering?" Peter nodded, still drooling at the sleek designs of the tables.

"Yeah, I got interested when I did a science fair project a couple of years ago." He left out that it was a project about Stark Industries. "I started reading articles when I had to design my first set of web-shooters. It took me several weeks to make them, and I had no clue what I was doing." Peter winced and bit his lip, wishing he hadn't said that.

"You have no idea how many times I'll start on a project without a plan," said Tony. "I would say it's more than half. You did an amazing job with the shooters."

Peter glanced at his shoes, "Yours were way better. I never would have thought of web combinations in a million years."

Tony chuckled, "Ah, don't sell yourself short. I've been doing this longer than you've been alive." Peter was _very_ aware of that. "You would have gotten there eventually. I just kick-started the process for you."

"Eh, maybe," said Peter. "Oh, are these connected to 3-D printers? We just got one at my school and I've been dying to try it out." It maybe wasn't the best segue, but Peter had to get them off the topic off his own work. Standing in _Tony Stark's workshop_ it was clear how Peter paled in comparison to what the other man could do.

_'You could never live up to him. You'd be better off not even trying.'_

_…_ Peter knew it was true. But it hurt to even think it.

"Yeah, they are. I have two systems, one using hemp-based plastics whenever I'm still in testing stages. And another that can be fitted with any materials so I can have a fully workable model."

"So cool," Peter mumbled.

Tony laughed, "Well if you're so interested, would you like to learn how they work?" Peter turned to face the man so fast he nearly gave himself whiplash.

"Really?" he asked.

"Yeah, sure. I was gonna go straight into the suit mechanics, but we can save that for this weekend. You’re into this, and that’s cool." Peter couldn't help the smile that spread across his face.

"Awesome. Yes. Yes, please. Thank you so much, Mr. Stark."

Tony chuckled, "All right, Mr. Parker. Prepare to be amazed." And that's how the next two hours went. Peter watched as Mr. Stark went through all of the features for the tables. Showing Peter how to pull up new documents and turn flat drawings into 3-D models. Peter sucked at drawing, but he could put together a decent model once he was shown how to use the tools. He tried to let Mr. Stark tell him what to do but couldn't help the questions that slipped out here or there.

"How does the manufacturing speed of the testing models, compare with the speed of the workable models?"

"Was this a basis for the StarkPhone 8's holograph projector? Why couldn't you add full touch connectivity to the phones?"

"How does the table react to projections larger than the size of the screen? Do you work from scaled models, or can the system project any size?

"You can add sound effects? Ooh, how about a little flamethrower whenever you delete whatever is in the wastebasket?"

"This is connected to your whole system? Can FRIDAY access the holographic interface? Can you pull info off the internet and double screen?"

Through all the questions, Stark never lost the pleased grin on his face. Peter was having the time of his life when the man finally asked _him_ a question.

"Kid, how do you know so much about all this?" Peter halted from drawing out a model of his first web-shooter design. He looked at Mr. Stark who was leaning against a table with his arms crossed. Peter couldn't look him in the eye for too long.

"Oh, you know, picked up a little of this here, and a little of that there. I didn't have much to do this summer but read or patrol, so…"

"Yeah, but this is a little advanced even for a student at your school. Why so interested?" Peter shrugged; he didn't know what else to say.

"I don't know. I just think it's cool." Stark hummed but didn't say anything else. Peter wondered what the man was thinking about. Hoping to distract Stark, Peter asked a question that had been bothering him since Germany.

"Hey, how did you manage to make my suit almost perfect? You know, sight unseen, and everything."

"Well, first I figured out who you were." Peter nearly curled into a ball; if Mr. Stark could figure out his identity, couldn't anyone? "And no, don't worry the methods I used to figure out your identity were not ways the average, or even the above-average person, is going to have access to. Your secret is safe, and I've been scrambling your footprint for months."

"After I watched as much footage as I could, you have a lot of channels dedicated to your Spidery antics." Peter flushed, yeah, he knew. He spent more time than was healthy watching all the different videos people posted about him. Purely for research purposes, of course. "I figured out your basic skills from that. From there I needed a way to replicate your ability to climb walls, and your webs. How do you climb walls by the way? It's obviously not adhesive gloves or anything."

"Eh, to be honest, I don't know. I think it has something to do with microscopic filaments on my hands and feet. I actually don't know a lot of why my powers work the way they do. I just know they do. I kinda don't question it too much." That was a blatant lie. Peter had spent plenty of sleepless nights pouring over Richard's notes, desperate as for a reason as to how he was like this.

"Well, that's why we're going to have Helen do a full workup on you come Saturday. I'd also love to test your powers on Sunday. If you're feeling up to it?"

Peter picked at the edge of his shirt, noticing there was a fraying edge, "Yeah, sure, I guess. I mean if you think it will help."

"I'm sure it will, and besides once we have the data, we can make adjustments to the suit, so it works better for you," said Mr. Stark. "And I'm sure Helen will love getting a chance to figure out how your powers work. How did you get your powers? You never said." Peter's anxiety, which had simmered during the holographic table demonstration, rocketed back up.

Oh shit.

He couldn't tell Mr. Stark the whole story, but maybe half of it…

_'The best lies are based on the truth.'_

"Oh, well, you see… It's kinda a funny story. I was on a field trip, and-"

Peter was cut off by the ding of the elevator. The door slid open to reveal a frumpy looking Happy, who clicked off his phone and shoved it into his pocket as he left the elevator.

"Happy," exclaimed Mr. Stark. "Everything alright?"

"Yeah, I just wanted to let Peter know Tower security has been briefed and nothing like today is going to happen again." Peter felt relieved. Having everyone watching him in the front lobby made him feel more humiliated than he ever had before, and he was Flash's normal target.

"What happened?" asked Mr. Stark. Immediately the sense of relief disappeared. Peter didn't need Mr. Stark to know.

"It uh- it was nothing, Mr. Stark. Honestly, it was just a misunderst-" Peter was cut off by Happy.

"One of the guards, an ah- Aleksei Sytsevic, thought it would be a great idea to harass Peter in the lobby. Then the man slapped him."

"I want him fired. We do not allow that type of behavior here," stated Mr. Stark. His voice had turned cold, and Peter watched as the man's demeanor shifted. The friendly manner from earlier replaced with an unforgiving and tense air. Even his mannerisms changed; his back was straightened, and his hands were clasped. Peter thought it was kind of freaky.

"I already have him on suspension, but over the past two hours, I've been going over his work file. He's had quite a few incidents including a verbal altercation with another guard, a few harassment claims that were dismissed by HR, and a tendency to get a little too into "removing" people from the premises. I don't want to fire him before we find out if there are any more problems he's caused."

Mr. Stark narrowed his eyes, "I want to know why those claims were dismissed. Have Cecile take a look at the file. They're good at figuring out if there's been bribery involved."

"Yes, sir," said Happy. He left as quickly as he arrived, and once he'd disappeared back into the elevator, Stark turned around to look at Peter.

"Why didn't you tell me about this when you came up?" he asked, Peter couldn't make out the tone of his voice, and his Spidey-Sense wasn't helping.

"Happy said he'd take care of it, and it wasn't even a big a deal in the first place. I could have gotten away whenever."

Mr. Stark rolled his eyes, "Spiderling, of course, it's a big deal if you're hurt-"

"But I wasn't."

"Yes, you were. FRIDAY pull up the lobby security footage from two hours ago. Locate Peter." Peter couldn't watch and instead looked at Mr. Stark. The man tensed up when Sytsevic slapped Peter on screen. The image paused as soon as Happy dragged Peter out of the main lobby.

"Peter, we do not allow this behavior from our employees. I have no clue how this happened, but it will be fixed I promise you," said Mr. Stark. Peter nodded but didn't understand why everyone was making such a big deal out of this. He went through worse at school, why did one little guard giving him problems matter so much?

"If anything happens like this again, if you have problems from anyone here at Stark Industries you tell Happy, FRIDAY, or I immediately. That goes for the Compound too, alright."

"Yes sir, Mr. Stark," said Peter, ready to be done with this whole conversation and get back to the fun stuff they were doing before.

Stark dropped the tense look and smiled before patting Peter on the shoulder and leading him back over to the workstation. "Drop the sir kid, you don't work for me."

"I mean, I am technically your intern," teased Peter. "So, I do work for you… sir."

"No, no, no, you didn't sign any contracts, you don't have an IRA you don't work for me. So no sir-ing." Peter couldn't help but laugh, but Stark's words reminded him of something.

"Oh, so I got May to agree to the whole Compound thing twice a month. I told her it was an extended time for me to work on a project. But she mentioned needing to sign papers, so…" Peter didn't exactly know what his aunt was expecting to sign, but he didn't want to give her any reason to think any of this wasn't legitimate.

"Yeah, I can have FRIDAY draft something up before you leave. Now show me how you turn a base drawing into a model and separate the parts. After, I can show you the initial build I made for your suit."

And just like that, they were back to science. Peter's anxiety simmered until it was barely a speck in his mind. This was his happy place, and even though he was standing next to his hero and idol – _and father,_ whispered a voice in his head – Peter was able to keep his cool, and not appear to be a total idiot.

For all the stress he felt over how the day would go, this didn't end up being too bad.

The remaining two hours passed quickly.

They were halfway through the schematics of his suit, talking over the flexibility functions, and how much a thicker armor would detract from his range of movement when FRIDAY interrupted them.

 _"Boss, sorry to interrupt, but it's eight thirty-five and Mr. Hogan is asking when Peter is supposed to be home."_ The words startled Peter, and he watched Mr. Stark look at the clock at the bottom of the holoscreen.

"Jeez, time flies when you're having fun. Let me get you those papers for your aunt-hottie to sign." Peter grabbed his bag and headed towards the elevator. A second later the older man appeared, a manila folder in hand.

"I have a medical waiver in here your aunt should look over. I'll call her if anything happens, but in the case of an emergency, this will allow me to make a medical decision if your life is in danger. There's also a fake contract about how many hours you can spend here. But there's also a real one about how many hours you do work here will count to a Stark Industries scholarship for the college of your choice." Peter took the folder like it was made of glass.

"Thank you so much, Mr. Stark, but you didn't have to."

Stark smiled, "Kid, I don't do anything I don't want to do. Today went well, you're far more advanced than I thought you would be" Peter ducked his head. "No need to be embarrassed, kid. It's a good thing. This means we can spend a lot less time on getting you caught up to speed, and more time doing fun things. I'll see you Saturday."

Peter nodded, "Bye Mr. Stark. See you Saturday."

Peter sighed as the elevator doors closed, and the last of the tension slipped away. That hadn't gone as badly as he'd feared. Besides the one weird part about Mr. Stark finding out about the security guard, everything had gone fine. Maybe this whole internship thing wouldn't turn into a giant mess.

Peter's stomach growled, reminding him he hadn't had anything to eat since lunch. Ned's words came back to him, but he would be home soon enough, so it didn't feel right asking for something from Mr. Stark or Happy. Peter dug through his bag looking for an energy bar but couldn't find one. He remembered having one the day before during English and thinking about needing to refill his bag but had forgotten to do so.

He would make something to eat when he got home.

* * *

_The Parker's Apartment – October 19, 2016_

By the time Peter had made it through the front doors of his apartment it was almost nine-thirty and he was starving.

"Hey Petey," called May from her bedroom.

"Hi May, how was your day?" he asked, as he got a pan out from the cupboard. They had a little bit of frozen bread enough to make a grilled cheese. Looking into the cupboard he also saw a can of tomato soup. Something warm to eat sounded delicious. The temperature outside had plummeted to below forty degrees and Peter was freezing half to death. Maybe his intolerance of the weather had something to do with his powers. Maybe he could ask Dr. Cho about it come Saturday.

"It was good. How 'bout you? You're here late." Peter had an excuse ready for this.

"It's because of the weather. Mr. Stark found out I was walking home and insisted a driver take me since it'll be cold and dark out." This wasn't actually a lie. He'd argued with Mr. Stark over that for a few minutes when he found out even after he was allowed on patrol, Happy would still be taking him home.

"Aww, well that's nice," she said, walking into the kitchen. Dressed in comfy clothes, and… a wineglass in hand. Half filled. Peter pursed his lips, as she grabbed the bottle off the counter and sat at the table. He turned to the fridge, pulling out cheese and butter to make his sandwich. "Do ya want me to," she hiccupped, "make ya something?" she asked.

"No, no, that's fine," said Peter, resisting the urge to scream at her. He wanted her seated and out of the way, and not drinking. "It's just a sandwich and soup, I can make it." He also wanted food that wasn't burnt, undercooked, or on fire.

They continued to chat about their day. All the while May poured glass after glass of wine. She became more unintelligible. Peter had his food made and sat at the table knowing as soon as May went to bed, he would need to eat an energy bar.

"Oh, I do have papers for you to sign. There's a medical waiver and something about scholarship credits. Are you sure you're okay with me going away two weekends a month? You won't get lonely or anything?" He figured he would have to repeat all of this on Friday, but he needed to say something.

"I think ish a great idea," May slurred. "You know I'm- I'm sooo proud of you sweetie. You're gonna be a real smart and do good stuff." Peter tried to smile, but it was forced.

"Thanks, May," he said. He ate his food, feeling some of the gaping hole in his stomach fill. Once he was done, he went to clean his plate and bowl and grabbed May's wineglass and bottle on his way to the sink.

"No, no, no Petey. Please leave it. I wanna 'nother," she whined. Peter stood next to the sink, shoulders tense, ready to shatter the wineglass in two. He loved his aunt, and she deserved to relax and enjoy herself, but he didn't like seeing her like this.

He had researched the medication he'd seen in his aunt's purse the day before and wasn't surprised to find out it was for depression. Peter knew May was still struggling with Ben's death, a fact that only made him feel worse. Peter at least had the distraction of his powers and his past; he could get through the day without wanting to break down into tears.

But May? She was still struggling. Most nights when she wasn't passed out from exhaustion, or drunk, she went to bed crying. Peter knew medication was a good step in trying to fix some of the hurt.

But not like this.

Not when she was drinking constantly. He didn't even know how much she'd had tonight.

"I think you've had enough for the night May. Besides, don't you have work tomorrow?" he asked, hoping she wouldn't ask for the glass again.

"Yessss, but not till- uh, not till later. I can have 'nother one." Peter glanced at the clock and saw it was nearly ten-thirty.

"Okay, May, but only one more." He poured her less than half and grabbed himself a cup of water. Moving so she could see, he poured the water into the wineglass to make it look fuller. He figured she was too drunk to know the difference.

"Here May," he said placing the glass in front of her. He continued to clean the kitchen listening to his aunt stumble through talking about her less than nice coworkers. By the time he was finished cleaning everything and putting it away, he was feeling exhausted. And he was no less hungry than he did when he'd gotten home. He needed an energy bar.

"And- and then J.J. – I told ya 'bout J.J. right – stupid and stupid and a liar. He thunk it would be a good 'dea to fire Rosie. Fire her. Gone. Nowhere to be seen, stupid J.J." At that point, May had drunk all of the watered-down wine, and so Peter grabbed the glass and put it in the sink.

"Alright May, it's getting late. We need to go to bed." May pouted, and Peter felt more tired than he had in a long time.

"Alreeeadyyy?"

"Yes, May." He pushed her chair back, and she got up, only to lurch forward. Peter caught her in time before she could fall.

"Ima dizzy," slurred May.

Peter sighed forcing down his frustration, "Don't worry, you'll feel better in the morning." It was easy to lead May into the hall and to her bedroom, she was shorter than him, and he could lift a bus. Peter had her sit on the edge of the bed while he pulled the sheets down. It wasn't long before he had her tucked in on her side. He thought that was a thing you should do for drunk people.

"Thank you, Ben," she sighed, closing her eyes. Peter's hand froze next to the lamp's light switch. He was having a hard time breathing.

 _She didn't mean anything by it,_ he thought. _She's just drunk._

"Good night, May," he said, turning off the lights, and leaving the bedroom. He closed the door behind him and stood against it for a moment, trying not to cry. After a moment he trudged back into the kitchen and grabbed an energy bar from his cabinet and scarfed it down. Then he took another bar and ate that one too.

He looked at the almost empty wine bottle on the counter and wanted nothing more than for it to burst into a million pieces. He wanted May to stop hurting herself, but he didn't know what he could do. He missed Ben as much as she did, but that didn't mean he had a way to make the pain go away.

He grabbed the large wine bottle and tossed it into the trashcan. It wouldn't stop May from buying another one, but it would stop her from having anymore tonight if she managed to stumble out of bed. Peter hoped she couldn't remember what she said come morning. That was not a conversation he wanted to have.

After making sure the front door was locked and turning off all the lights he finally went to his room. He could hear his aunt's breathing down the hall. She was fine.

He was fine.

He was-

_Out of place._

_Brat._

_SLAP!_

_Too smart._

_Too many questions._

_Too worried._

_Mistaken for someone else._

Peter breathed hard against the onslaught of the day's emotions.

No. He didn't have the energy to deal with all of that. He pushed everything down, trying to keep his calm until he could finally move. He pushed off against the door and stripped off his clothes. Grabbing the first aid kit from under his bed, he went through the process of dressing the few wounds he had left. His mind was numb, and his hands worked on autopilot until everything was done.

He threw on a large shirt and plugged in his phone. Peter saw he had a text from Ned, but he couldn't deal with his friend. Not tonight. He'd text him in the morning. Peter turned off his bedside lamp and covered himself in his covers, still shivering against the cold that seeped into his room.

Maybe tomorrow would be better.

**Notes for the Chapter:**

> Wowie. Here we are at the end of 2019. Thank you guys so much for all your support and love, I hope to make this next year just as productive and enjoyable. 
> 
> So what did y'all think? We had some Happy Peter interaction. Some glimpses into the past. What was up with that security guard? We'll be seeing him again? Poor Peter is dealing with a lot of issues all at once. Did I manage to make Peter sound smart? I want to point out that I mention in the tags that I am a writer, not a genius, so there's your warning. And May... poor May. Did you all like that scene? It took a while to write but I thought it ended up well. 
> 
> I hope you all have a great New Year's Eve. I will see you all on Monday. Come visit me on Tumblr at icedaquarius. Love you all!


	4. Can you just not... I'm small and under a lot of stress

**Summary for the Chapter:**

> Birthday plans are made. Teachers do indeed "ship" students. May you need help, no not Peter's help. Flash is an ass (but what else is new). Oh hi Wescott, boy you're a creep. Bets are made, and Peter you're not sick - just helplessly in love.

**Notes for the Chapter:**

> Heh... *crawls out from under a rock* guess I was gone for a bit. I'm sorry. This chapter kicked my butt. Plus I was on vacation and my writing time got cut, so the chapter was nowhere finished last Monday. I hope you enjoy! 
> 
> Warnings: Conversations about over-drinking, mentions of over-dependence on alcohol. Physical and verbal bullying, slurs, victim-blaming (seriously Flash what the fuck!) and child-grooming.

_Queens – October 20, 2016_

Peter shivered while he waited outside of Ned's apartment. Ned had texted he would be down in a minute, but that had been five minutes ago, and now they were going to be late for-

"I'm sorry, I'm sorry," huffed Ned as he made it down the last steps. Peter rolled his eyes and handed his friend a cup of cooling coffee.

"Kayla taking up all the space in the bathroom again?" asked Peter, taking a sip of his own drink.

Ned groaned, "You are so lucky not to have siblings. I swear ever since she got that makeup kit for her birthday she spends twice as long in there."

"Wouldn't be rushing so much if your parents drove you," pointed out Peter.

"Yeah, but you won't talk about anything Stark related if there's anyone around. For good reason, I know!" said Ned when Peter opened his mouth to defend his decision. "So spill! I want to know everything."

The walk to the train station was spent going over everything that had happened. From the conversation in the car with Happy to the run-in with the security guard – minus the almost panic attack – to describing the tech, Peter got to use in Mr. Stark's laboratory.

"Peter, buddy, my dude… your life is so fucking cool."

Peter's smile was less than enthusiastic, "Yeah I guess it is."

Ned, head up in the clouds, didn't notice, "I'd love to do an internship at a tech company. Imagine how great it would look on a college resume."

"I think you should totally look," said Peter. "I mean, you'll be turning sixteen soon. You would get in easy. You're super good with computers."

"Yeah, but I wouldn't be around computers or the owner of the business at a _normal_ internship. I would be getting people coffee," said Ned. "But enough about the hypotheticals. So… now that you've interacted with _him_ outside of superhero business…?"

Peter rolled his eyes, "Dude, it's been one day. I'm not gonna make a decision now."

"I'm just saying…" said Ned.

"Well, stop it!" snapped Peter. Ned flinched back in shock. Peter sighed closing his eyes against the bitter wind. Sleep hadn't come easy the night before after dealing with May. And nightmares had woken him early; he was exhausted and not in the mood. "Sorry… I'm just… I'm not doing too well today."

"Your senses?"

Peter shook his head, "Nah, didn't get any sleep." At this point, they'd reached the train station and were waiting for it to arrive. "It was a long day yesterday, and… ugh, never mind it's not important." He didn't want to burden Ned with what was going on with May. He already had to deal with Peter's dilemma about the Stark's and all the Spider-Man business.

"No, dude, seriously. What's the matter? You can tell me anything," said Ned.

"Yeah, I know, but it's not that important. Just… I had a nightmare about what happened with the Vulture on Friday night. Made for a long night." Those nightmares also included Peter losing May in a store filled with nothing but bottles of alcohol, but Ned didn't need to know that.

"Oh," said Ned. "Sorry, Peter."

"It's fine, nothing you can do about it." Peter took a long sip of his coffee.

"Yeah, but that doesn't mean you can't tell me about it. I'm your guy in the chair. I'm your best friend! That means I'm there for you, both in _and out_ of the suit." That made Peter feel even worse about keeping things from Ned, but he smiled anyway.

"Thanks, man." The train arrived and they boarded. Peter relished in the warm air of the compartment, so much better than the cold outside. He really needed a better jacket.

"So, what's the plan for your sixteenth? Your parents taking you somewhere cool like last year?" Peter asked once they had found seats. His plans for a holographic interface that could replay moments from Star Wars had come to a screeching halt. After everything that had happened in the past few weeks, Peter had not been in a mood to create. He really needed to get back into the swing of it because Ned's birthday was coming closer and closer.

"Nah, Kayla has a gymnastics meet on the eleventh, so we can't go anywhere. Mom was thinking Dave and Busters, and movie tickets to Dr. Fate."

Peter nodded, "Sounds good. Are you inviting anyone else?"

"Not unless I magically gain some new friends, no. Unless…" Ned hesitated. "You think MJ might want to come?"

Peter thought about how MJ mentioned she had no friends except him and Ned. She might scoff and call them losers, but she definitely would be happy if they invited her.

"Yeah, I think so. We can ask her today at lunch?"

"Works for me. Hey, did you get the homework from Ms. Ginny done? I got stuck on the last comparison and had no clue what she was asking for."

* * *

_Midtown School of Science and Technology – October 20, 2016_

"So, we're going to do a little something different than normal," said Ms. Ginny. Peter perked up in the back of the room. He'd been about ready to fall asleep after a long day of boring classes, but now he was awake.

"Instead of a midterm, we'll be doing book analyses of the last five books we've read." Some of the class groaned.

"Not groups, please?" begged a girl in the front. Peter really hoped it wouldn't be in groups; he hated doing group work.

"Okay, okay, no groups. But it is a lot of work to get done on your own. So, we'll be doing partners." Peter turned to Ned, who was already looking at Peter with a thumbs up. "That I'll be assigning." Cue more groaning. Peter slumped in his seat. This was going to be _great_. Not.

"Oh, don't worry guys," said Ms. Ginny. "This'll be fun. Plus, you can use whatever grade you get on this assignment to replace your lowest quiz grade. Now everybody up, I'm gonna give you the rest of the class to discuss the assignment with your partner." Everybody got out of their seats and dragged their stuff too the back of the room as she called out the pairs of partners.

"Okay let's see Mr. Allen, you and Mr. Snart, Ms. Brant, you and Mr. Leeds." Ned walked over to Betty and they sat in the front. Peter was a little peeved he and Ned wouldn't get to work together, but at least Betty wouldn't expect Ned to do all the work, like Ned's last group, had expected.

On and on she went until, "Ms. Jones…and Mr. Parker." Peter smiled and looked over at MJ. They headed to the back of the room and sat down.

"Oh, thank goodness," whispered MJ. "I thought I was gonna get stuck with Lillian again. I ended up doing all the work."

Peter chuckled, "Yeah, those kinds of partners suck."

The read over the rubric and assignment paper. Peter was a little nervous. Writing English essays and analyses weren't his favorite academic activity. Give him an equation or a physics problem to do and it would be no problem. Ask him to figure out the meaning behind why an author made a character's clothes red or the meaning behind a name, and he'd blank.

He thought he hid his nervousness well though because MJ didn't mention it. It wasn't long before the bell rang.

"And remember this is not going to be a project you can just do in class, so please schedule a time to meet with your partner outside of class. This is worth fifteen percent of your grade." Peter walked out of the classroom with MJ.

"So, you free this weekend to work on the project?" she asked.

"Nah, I've got plans upstate," said Peter, hoping she wouldn't ask for more details. But she just nodded instead.

"Well, I'm free Friday since my normal dance partner is out of commission," she said with a smirk.

"What a surprise, I am too," he replied. "Not that my normal dance partner is… uh," he trailed off as MJ laughed at him.

It made her eyes light up.

His stomach flipped.

"Alright, so Friday night works. Where do you want to meet?" she asked, pulling Peter out of his distracted thoughts.

Peter shrugged, "Whatever's good with you. Wanna meet at your house?" Immediately the smile left her face.

"Ah, no. My parents… they don't like having people over." Peter thought that was kinda weird, but MJ didn't like talking about her parents too much. Unless she was complaining about them.

"Well, my aunt will be gone Friday night at work, so you could come over to my house if you want. It would be quieter than a coffee shop." It would also smell less. Peter didn't realize how powerful his sense of smell had gotten until this morning when he'd picked up coffee for him and Ned. The coffee scent alone had been bad, but he'd nearly doubled over when an employee had spilled an entire jug of peppermint extract.

He wouldn't be going back there for a while.

"Sure," said MJ. They reached the front of the school, walking out into the crisp autumn air. Peter suppressed a shiver at the wind.

"Thanks, by the way, for agreeing to celebrate Ned's birthday with us," he said, trying to distract himself. He and Ned had asked MJ at lunch; she'd looked at them blankly for a few minutes before agreeing. Saying that she'd love to kick their butts at videogames.

"Yeah, no problem. Glad you guys thought of me. It's nice to have some friends," her voice got soft and made the weird flipping in Peter's stomach come back. A honk in the distance pulled them out of their little bubble and Peter realized how close they'd been standing.

MJ sighed. "Heh, that must be my mom. I'll see you tomorrow."

"Yeah, see you tomorrow," he responded. She raced down the steps and into the backseat of the car which drove off.

Peter sighed and looked around for Ned. He pulled out his phone to text his friend where he was. While the sun was shining it didn't mean the air wasn't nippy, Peter wanted to get on the train already.

Just as he was about to text, another message came through.

_May: Please come straight home after school. We need to talk._

Peter's jaw clenched.

_Peter: ok_

Peter placed his phone back into his pocket and hobbled away on his crutches. He could talk to Ned later.

* * *

_The Parker's Apartment – October 20, 2016_

Peter walked through the doors of the apartment. His Spidey-Sense raised from a background hum to something a bit louder. It wasn't telling of danger exactly, but it did know that something was going to happen.

His sense was like a really accurate version of anxiety sometimes.

It kinda sucked.

"Hey Peter," said May. She was seated on the couch, hunched with her arms folded across her red scrubs. Her lips were pursed, and her brows furrowed.

"Hey May," Peter replied. He swung his backpack to the ground and placed his crutches off to the side. He pretended to limp over to the couch and sat on the opposite end.

"So…" started May. "I wanted to apologize. For last night." Peter nodded but didn't say anything.

"I- I… I'm _really_ sorry," she said her voice choked up. Peter moved over and placed his arm around her shoulder, unable to see May starting to break down without comforting her.

"It's okay," he said in a small voice.

May sniffed. "No, no it's not. It's not okay. I'm sorry you had to see me like that. I don't- I don't even really know how bad I got. I can't, I can't really remember much after you came home." Peter nodded. He was a little mad that she wouldn't remember calling him Ben, but Peter wasn't going to bring it up and cause her even more grief.

"I- I don't like to see you hurting May. And that's what it feels like. You just…" Peter was nervous to even say the words out loud. "You've been drinking _a lot_ lately, and… and I don't- I don't think it's very healthy."

May pulled slightly out of Peter's embrace. "I know," she said in a clipped voice. "I know it's not healthy. But you have to understand Peter, it's just… it's just to take the edge off a bit. All the hours at work, all the people that come into the ER, and the bills and car repairs and food; it's a lot. But I never meant for it to get as far as it did last night." Peter winced; he knew that he shouldn't have said anything. Now it looked like he didn't care about everything May had going on.

"Okay May." Peter looked at the floor not knowing what else to say.

"I'm still… I'm still doing my best to- to cope." Her voice broke, and Peter immediately tightened the embrace that had gone slack when May had pulled away. "I'm going to be fine eventually, but I'm not. Not right now." Peter was glad May couldn't see him wince. The icky feeling of guilt pooled in his stomach.

_It's all your fault. It's all your fault. It's all your fault. It's all your fau-_

Peter tried to push the feelings down. It wasn't about him and what he felt right now. It was about May.

"It's hard to deal with Ben being gone and me not being able to be here for you, like before. I'm trying to find my balance. I'm gonna do better sweetie, I promise. I just need you to be patient with me. We're all we have, after all, right?" Her smile was hopeful and warm, which made Peter feel better.

"Yeah May, we're all we've got. Just you and me." She hugged him a bit harder, and then pulled back. Peter resisted the urge to cry out like a kid. Wishing that she would let him hug her for a long time.

But he didn't.

May pushed a loose strand of hair that had fallen in front of his face. "You've been so mature about all of this, and I couldn't be prouder. Ben would be too."

Peter forced a smile and tried to ignore the tears leaking from his eyes and the pool of guilt in his stomach. "You think?"

"I'm sure. Are we good?" May's speech didn't slur, and her eyes were clear; she was okay right now. Peter ignored every unanswered question lingering in his mind. He ignored the brutal feelings of guilt and unease. He ignored the tears threatening to slip onto his cheeks. He ignored his Spidey-Sense pinging in the background.

This wasn't about him.

"Yeah, we're good."

* * *

_Midtown School of Science of Technology – October 21, 2016_

Peter tapped his pencil against the table, wincing as the giggling across the room grew louder.

He gritted his teeth. The tapping turned into a tight grip.

"You know," whispered a voice. Peter jumped and saw MJ had come up from behind. "Any more pressure and you're going to break it in two." Peter sighed and set the pencil down. He glanced over to where Ned and Betty were sitting still giggling away at something on Ned's phone.

Peter wasn't jealous.

He wasn't.

It was just…

They were supposed to be _practicing_. It was Decathlon practice. Giggling wasn't practicing.

"Gosh. You look like a little kid who's had his favorite toy taken away," commented MJ.

Peter glanced back at her and glared, "No I don't."

She smirked, "And now you're whining."

"No, I'm not."

She picked up the pencil Peter had sat down and twirled it in her hands. "You two have been best friends since what… kindergarten?" Peter nodded. He had been the youngest kid in the class since Richard and Mary had moved him up a year. No one had wanted to be friends with him; no one but Ned.

MJ waved the pencil in front of him, "And you had no other friends?" Peter nodded again. "That's gonna cause some co-dependency issues."

"Ned and I aren't co-dependent," Peter protested.

MJ raised an eyebrow, "Sure, so you two _didn't_ plan to have the same schedule last year, and you _don't_ pretend to like Star Wars more than Star Trek because it's his favorite, and you two _don't_ argue like a married couple over how much you eat at lunch?" Peter watched her hands nimbly maneuver the pencil.

His throat went dry.

"You're ridiculously co-dependent," MJ stated. Another bout of giggling drew Peter's attention away from MJ. He watched as Betty moved a little closer to Ned, and flipped her hair over one of her shoulders, and then watched as Ned flushed pink.

"I bet they're dating by next week," said MJ, sticking the pencil into her bun. Peter wondered if her hair was actually as bouncy and soft as it looked?

"Oh, well good for them," Peter replied, dragging his eyes down from her messy bun. "Ned deserves to have someone else know how awesome he is." And as Peter said it, he knew that he meant it. While it had always just been the two of them, it wasn't as if they had never been open to other friends. It was just that no others had ever stuck around.

If Ned and Betty started… _dating,_ Peter would be totally fine with it.

He would.

…mostly.

Peter glanced back over and saw Betty whisper something in Ned's ear, and how his face lit up as he showed her something on his phone.

The tension in Peter's shoulders relaxed.

Yeah, he was totally fine with this. Betty was always super nice. Her and Ned would be great together. After all, with all the new commitments Peter had, he'd been worried about leaving his friend behind.

But if Ned was engaging with something equally distracting…

"Bet they're dating by Wednesday," he said, glancing back to MJ - who had been observing Sally and Cindy crushing Ned and Flash in a round-robin question battle.

"Tuesday by the end of English," she replied.

Peter shook his head, "Nah, he'd want to take her on a date first, and it'll take all weekend to prod him into asking her. And he'd be too worked up on Monday, he'll ask her out on Tuesday."

"I guess we'll find out who's right," she said. They quickly shook hands, even though no formal bet had been made. Peter held her gaze for a second and realized how close their faces had been getting. His stomach felt weird. He hoped that he wasn't going to throw up. MJ glanced away first. She pulled back and cleared her throat.

"Everybody gather around!" she called. "We've got fifteen minutes until the bell. I want rapid-fire questioning. You have five seconds to answer before I move on to the next person. Whoever gets the most points will be slightly less of a loser than the rest of you." Peter felt the weird feeling dissipate in his stomach as he watched MJ rally everyone. She really was amazing.

He needed to get checked out by Doctor Cho. These weird hot flashes had to be some sort of disease or reaction or something.

* * *

Peter paused at the bottom of the steps to the third floor. He hated climbing the stairs like this. Normally he could leap all the way to the top of the staircase in a single bound, yet it would take him three minutes to climb with the stupid crutches. Ugh. He was thrilled that today would be the last day of pretending he was hurt. He couldn't wait to get the all-clear from Dr. Cho and start patrolling again. He had too much energy bundled up inside of him.

By the time he reached the top of the stairs the hallways were empty, oh well, it wasn't like Mr. Wescott would be mad with him. All of the teachers had been pretty understanding of Peter showing up a little bit late due to his injuries.

Peter limped slowly down the hall, grateful that this was the last class of the day. He was ready to go home and relax, and then have MJ over. He wondered if he should pick up some snacks.

He had just about reached the door of the classroom when the hair on the back of his neck stood up.

Shit.

"Hey, Penis."

Peter turned around and saw Flash sauntering up.

"Flash don't do this, we're going to be late for class," said Peter, watching the other boy warily.

Flash waved the concern away. "Eh don't worry about it. Mr. Wescott won't care," he said with a sneer Flash reached for one of the crutches to tug it away. Peter moved quickly, but in his haste, he tangled himself up and fell to the ground. He landed hard, but it didn't really hurt. Unfortunately, that gave time for Flash to move the crutches out of Peter's reach, which meant Peter couldn't get off the floor without looking like he was faking his injuries.

Which, he was.

But Flash didn't need to know that.

"So, I gotta say Parker I am _shocked_ at the dick move you pulled on Liz at the dance. Damn, man she was crying and everything. Didn't think you had it in you."

"Oh, shut up Flash, I didn't mean-"

"And so soon after Nationals and everything! I'd think you were trying for Biggest Dickhead of the Year." jeered Flash.

Peter clenched his fist, trying not to leap off the ground and smack Flash in the face. "Biggest Dickhead, huh? Are you sure that dishonor doesn't belong to you? After all, I'm not the one who trips people in class or goes after other people's crutches."

Flash rolled his eyes, "Oh quit it with the holier-than-thou attitude Parker. As far as I'm concerned you deserve to get your ass beaten. And if you have to crawl around without those," he gestured to the crutches out of Peter's reach. "Then all the better. Shows where people like you belong."

"People like me? Honestly, what kind of insane delusions are you suffering under?" Peter never really understood why Flash went after him. Besides being a bit nerdy and smarter than Flash – Peter had never done anything to him.

He'd just started bullying Peter one day out of the blue in third grade and never really stopped.

"I bet it just kills you to see fat-ass Leeds making kissy faces with Betty," mocked Flash as if Peter hadn't said anything. Peter was confused, and then…

_Wait. What?!_

"Flash, do you think I have a crush on Ned?" At Flash's clenched jaw, Peter paled. His head spun in a thousand different directions. "Uh, no. Seriously, do you hate me because you think I'm gay?"

"No, I hate you because you're a flaky smart-ass, who doesn't know when to shut up. Being gay is just the cherry on top."

Peter, still trying to make sense of the situation, said the only thing that came to mind, "I'm not gay. I'm bi."

"Ugh, so you can't even make up your mind of whether you want to be a fag or not." Peter flinched as Flash's face turned even meaner. But Peter wasn't going to take this sitting down, at least not figuratively. If there was one thing Peter knew it was that his sexuality wasn't his problem – it was Flash's.

"Oh, so not only are you a bully, you're homophobic, bi-phobic, and a victim blamer. Just when I thought you couldn't get worse; you somehow manage to prove me wrong." Flash went exceedingly still, and Peter saw his eyes glance over to the crutches on the floor. Peter panicked, what if Flash actually went for them and tried to…

Peter would move. He would have to.

But Flash wouldn't do that…

Would he?

Thankfully both Flash and Peter were spared the decision as a voice cut through the silence of the hallway.

"What in the world is going on out here?" Peter turned to see Mr. Wescott standing in the door to his room. He quickly shut it behind him so the rest of the class couldn't see out into the hallway. The man walked over to Peter and Flash, and Peter's Spidey-Sense - which had continued humming even as Flash bullied him – rose in pitch.

 _Great,_ Peter internally rolled his eyes wondering how this was going to play out.

Flash started to defend himself, "Mr. Wescott, Parker here had just tripped on his crutches, and I was trying to help him when he just started insulting me, and-"

"That's not how it went," yelled Peter. He was sick and tired of Flash getting away with whatever he wanted.

"I wasn't doing anything wrong," said Flash in the most innocent voice that Peter had ever heard him use.

"Mr. Parker are you all right?" asked Mr. Wescott. Peter nodded; physically Flash hadn't touched him, and while his butt was a little sore from the fall, he would be fine in a few minutes. The teacher went and retrieved Peter's crutches.

"Now it seems to me, that if Mr. Parker "fell" like you said he did, the crutches wouldn't have been all the way over here, now would they?" Flash dipped his head, looking annoyed at getting caught in his own lie. Wescott offered a hand to Peter, who took it, feeling a zing go down his spine. Wow, his Spider-Sense did not like the teacher. Peter guessed the man had to be mad, but Wescott's face didn't show it.

Peter placed his crutches back underneath his arms, "Thank you, sir."

The man nodded, "Please go inside the classroom. I'll be there in a moment." Peter nodded, casting a small glance at Flash; who hadn't said a word through the whole exchange. He opened the classroom door and hobbled over to his seat.

The rest of the class was silent, seemingly working on a worksheet, and all probably trying to listen to what was happening outside. Too bad Wescott and Flash were talking in low tones that couldn't be heard through the cinderblock walls.

Well. At least by a normal hearing at any rate.

Peter felt as if he deserved the right to eavesdrop.

_"Eugene, I thought we had reached an agreement the last time we talked?"_

_"But-"_

_"No. Look I know it can sometimes be difficult when going through a rough time to lash out. But going after someone who's already hurt? I honestly expected better of you."_

_"Yes, sir."_

_"Look, champ, you know I'm on your side. I don't particularly like Parker myself, but in this life, you often have to deal with people you don't like. You have to be the bigger person. Do you understand?"_

_"Yeah."_

_"And outside my classroom? You know there are cameras everywhere, don't you? All it takes is for the boy to go running to the principal-"_

_"Parker won't do that."_

_"And how do you know he won't?"_

Silence.

_"He never has before."_

_"Yeah, well all it takes is one time. And I don't care how much money your parents donate, purposefully knocking down an injured student is grounds for suspension or explement."_

_"I'm sorry. I don't know what gets into me."_

_"I know you are Eugene. I'm going to have to write up a detention slip. Otherwise, Parker will definitely go and tell."_

_"I know."_

_"I want you to try something for me – the next time you feel like going after him. Breathe, turn in the other direction, and go do something else; play on your phone, go to the bathroom, do some math problems, talk to your friends. Anything to distract yourself."_

Silence.

Wescott spoke again _, "Or, you can come to me. Whether it's just to rant or chat or anything. I know what it's like to feel alone. I can't imagine what you're going through, but you can turn to people who care about you."_

_"Thank you, Mr. Wescott."_

_"Not a problem champ. Now let's get back inside. Just try not to interact with Parker, okay?"_ Peter heard footsteps approaching the door, so he turned his head back down to the textbook he'd opened up, so it didn't look like he'd been eavesdropping.

So, it turned out Mr. Wescott did dislike him. It was disappointing but ultimately unsurprising. Peter had dealt with teachers his whole life not liking him. But to find out the civility and kind words had been faked.

Well, that hurt a bit.

Flash and Wescott walked through the door, and several kids turned their heads to their papers. Flash headed to his seat in the back of the room, while the teacher walked to the front and started to begin the lesson.

Peter sat through the whole class finishing up the homework his teachers had assigned for the weekend. He would be hanging out with MJ tonight, and he would be at the Compound until Sunday.

Class ended eventually and all the students rushed to leave. Peter packed his things and was about to head out of the door when Mr. Wescott called him over.

"Yes sir," said Peter walking up to the teacher's desk.

"I just wanted to let you know that I have written up a detention slip for Mr. Thompson for the incident." Peter nodded. "I also will make sure that the administration knows what happened." Peter barely restrained himself from rolling his eyes. Wescott hadn't even asked for the full story, much less knew what happened. Now that Peter knew he was on Flash's side it didn't really matter if the man did.

They were right, Peter could go to the office, and if he pushed, he could probably get Flash in trouble.

But it would mean pulling in Flash's parents and Aunt May. May had such a busy schedule and was trying so hard to keep it together. She didn't need to added stress of going to a meeting because he couldn't handle a little bullying. It would be more trouble than it was worth.

"Thanks, Mr. Wescott," Peter said, plastering a fake smile on his face.

"Have a good day Mr. Parker."

Peter walked out of the room, his Spidey-Sense calming down the farther he walked away from the room. He hobbled down to the front doors of the school, where Ned was waiting for him.

"Hey man, what took you so long?" asked Ned.

"Nothing, Wescott just wanted to talk to me really quick." He really didn't want to talk about the fight he'd gotten into with Flash. He wasn't hurt. At least not physically. And that's more than he could say for most of his interactions with the bully. They headed toward the train station, and Ned rambled on about Betty in a cute but oblivious sort of way. It wasn't until they had seats and were headed home that Peter jumped in.

"So, when are you going to ask her out?" he said casually. Peter watched in amusement as Ned's face went from lovey-dovey to confused to embarrassed in just a few seconds.

"Who- uh, who said anything about asking out? I mean she's awesome and cool and everything but, her and me, uh… no, Peter no, I couldn't. She wouldn't-"

"Dude, she would totally want to go out with you."

"But Peter, I'm…" Ned gestured to himself, "me. And she's…" he sighed dreamily.

"Yeah, you're _you_ ; awesome best friend, my guy in the chair, hacker extraordinaire, best medical services this side of a hospital, mother hen, sensitive and thoughtful. What girl wouldn't want to go out with you." Peter paused for a minute, "Plus she laughed at your Star Wars jokes – I don't even laugh at those jokes, and I'm your best friend. She has to like you if she does that."

"Hey!" exclaimed Ned, he shoved Peter's shoulder.

"I kid, I kid," laughed Peter. "But seriously dude, ask her out."

"I don't know man," sighed Ned. "I'll- I'll think about it. Okay?"

"Okay," said Peter. He was already forming a plan in his head and calculating how much bugging he would have to do to get Ned to take Betty out on Wednesday. He wanted to win that bet with MJ.

Peter looked over at Ned and saw him on his phone smiling down at a text. He would totally win. And if he helped his best friend get an awesome girl?

Well, that was just the cherry on top.

**Notes for the Chapter:**

> Well, *sitting in a room on fire* this is fine, I am fine.
> 
> ... I'm not fine. Don't get me wrong guys, I love this story. But this pace is not sustainable. This chapter took me a while due to extenuating circumstances, but I just got a second job, and school's started back up again. Trying to get 5,000+ word chapters written and edited every week is exhausting, and I just don't feel as if I'm producing quality content for you guys. Plus I feel guilty every time I try to start working on a new project. I do not want to burn out creatively, so I'm going to be going down to every other week chapter updates. I hope y'all understand. 
> 
> With that being said, how did you like the chapter? We have a mention of Ned's birthday again, which is going to be fun to write. How do you think working together outside of school or dance is going to go for MJ and Peter? What about May? Peter is not processing emotions properly and it's gonna have some consequences? Oh look, Ned has a love interest, but will it last? Who knows? Flash you need serious help. What do you all think is going on with Flash? Mysteries abound. And Wescott needs to fuck off, but unfortunately, he's not going anywhere.


	5. An Apple A Day (Keeps the Doctor Satisfied)

**Summary for the Chapter:**

> Peter arrives at the compound. Dr. Cho gets a ton of really weird lab results. Peter finally explains how he got his powers. And Tony gives Peter a gift.

**Notes for the Chapter:**

> Sorry, this took so long, the character would not stop talking. I am NOT a scientist, doctor, or medical person of any kind. I just read some stuff off the internet. I am taking creative liberties with how Peter's biology is working. This chapter is partially inspired by Chapter 8 of "Mr. Parker Declined to comment." If you haven't read it, please do. It's an amazing story! 
> 
> Warnings: vague talk about medical procedures.

_Queens – October 22, 2016_

Peter strolled out of Decathlon practice waving goodbye to Ned and MJ. Practice had gone well. Peter had shown up twenty minutes late due to sleeping past his alarm, but all he'd missed was stuttering congratulations from Mr. Harington about their nationals win (again), and the announcement of a practice meet between their team and a rival school from Brooklyn before Thanksgiving.

Peter had received a small glare from MJ as he'd slipped inside the auditorium late. But since Flash was missing from the group – apparently heading to Florida for the _weekend_ – it meant Peter's tardiness wasn't noted beyond that.

Peter smiled, thinking of the night before when MJ had come over to work on the AP Lit project. They'd finished early and spent the rest of the evening making fun of idiots on the Food Channel. It had been nice to spend time hanging out outside of school or dance; a rare occurrence since summer had finished.

Peter shivered as a gust of brisk, fall air blew past him. He pulled his battered jacket tighter together. Spotting Happy's black sedan, Peter quickened his pace; his stomach doing a series of flips and rolls.

 _Get your shit together,_ he thought to himself _._

"Afternoon, Happy," he said, opening the door and diving into the warmth of the back seat.

"Hey kid, buckle in."

They drove out of the neighborhood and got on the highway out of the city. Saturday morning traffic wasn't super heavy, but it would still take over two hours to reach the Compound.

Peter sat, bouncing his knee. The anxiety he'd had from Wednesday had tripled, even though the internship meeting had gone well. This though was entirely new.

He was going to the _Avengers Compound_.

Okay, sure, he'd been there before, but it had been super brief, and at night. Now he was going during the day to train and learn how to be a superhero. It was a literal dream come true. But because his mind couldn't let him have a good thing, his overactive imagination had to think up everything that could go wrong. Every worst possible scenario played out in his head like an IMAX movie.

"How are you feeling today Parker?" asked Happy, shaking Peter from his thoughts.

"Way better. Almost all of my cuts and bruises are gone. I'm so ready to get these stitches out and get back to patrolling." Peter couldn't believe all the aches and pains of a week ago had vanished. He'd known his healing capabilities were fantastic, but it had reached the realm of unreal. For all Peter's nervousness and hesitation when it came to doctors and experiments, he was looking forward to understanding the science of his powers; instead of marveling at the results.

Happy grunted, "Well, hopefully, you'll be back to rescuing kittens out of trees in no time. Let's not go after any more supervillains anytime soon. It's not good for the press, or my blood pressure, or Tony's for that matter."

"Not my fault you guys are old," joked Peter.

"Very funny kid."

It felt easier to joke about the entire incident now; a week removed with the pain mostly faded. But going after Toomes was probably the scariest thing Peter had ever done. And certainly, the most likely to have got him killed. But he'd done it and was a little wiser and a little more traumatized for his troubles. His nightmares had a new well of events to draw from.

Peter frowned, thinking about the constant nightmares that played out whenever he was asleep. He'd had his fair share the past few months ever since he'd caused Ben's death, but they had been intermittent. Only triggered during stressful days, or after being reminded of Ben. Now nightmares plagued him almost every night.

Gruesome images of sidewalks covered in blood and his uncle's lifeless eyes as Peter's hands were drenched in cooling blood. Dreams where he imagined being crushed under the weight of the warehouse or watching helplessly as the Decathlon team's broken bodies lay at the bottom of a destroyed elevator shaft. Listening to the Stark's spit cruel remarks and tear him down until Peter was nothing more than a pile of tears. Seeing May, eyes cloudy with a wine bottle in hand as she screamed at him for causing Ben's death.

His lungs felt heavy and every piece of gravel crunched under the wheels of the car sounded like an avalanche in his ears.

Peter recognized the signs of an oncoming panic attack. He pulled out his noise-canceling headphones and began his breathing techniques. He was an old hat at this by now, managing his senses and overwhelming emotions had become a necessity to make it through school every day. Compared to a raucous hallway during the middle of class change, sitting in the back of a quiet car should be the ideal spot to regain control.

He pushed away the feelings of guilt and regret, settling into a numb state of acceptance. Peter flicked his eyes towards Happy, who hadn't noticed Peter's momentary panic. Good. He pulled out his phone and shot a quick text to May.

_Peter: Acadec went well, headed upstate, I'll txt when i make it there_

A second later, May responded.

 _May: Have fun, love u lots!_ 🥰

Peter hooked his earphones up and scrolled to a music playlist he liked to listen to when he was reading. He had a ton of articles saved about Helen Cho and all the work she'd done over the years. Peter wanted to be prepared to talk about any topic that might come up.

He settled into the plush leather seat and began to read.

* * *

_The Avenger's Compound – October 22, 2016_

The car slowed, causing Peter to look up from his phone. Glancing out the window, Peter could see an enormous complex in the distance. Happy stopped at a gate flashing his credential badge, then they made their way closer to the buildings.

"Pretty impressive, right?" commented Happy. "They just finished remodeling." The main building was sleek and shiny, an Avengers logo on the side. Peter notice another building attached with a walkway, smaller, but no less impressive. Off in the distance, he could hear the sounds of people running, and walking, and chatting. The place was busy. Then he heard the grumble of plane jets, and he watched in awe as a jet rose up from the ground. Peter noticed the tell-tale signs of arc reactor tech, as the jet prepared for takeoff. As the car curved under a walkway, Peter saw a river through the trees. Off to his left, he could see a giant track and field.

Peter had officially died and gone to fanboy heaven.

The car pulled to a stop, and Peter exited the car, slinging his backpack across his shoulder. He was so busy trying to look a million different directions he'd barely noticed Happy directing him to a set of doors.

"Kid, glad you could make it," drawled a familiar voice.

"Mr. Stark, this place is awesome!" Peter gushed.

"I'll pass your compliments along to the designers; they'll be glad to hear it." Mr. Stark turned to Happy. "We're good for the weekend if you want to head out. I'll drive him home tomorrow."

"You sure?"

"Yeah I've got business in the city Monday," said Mr. Stark offhandedly. Happy nodded and headed back to the car.

"Have a good weekend," Peter called. The man grunted goodbye and disappeared.

"Eh, ignore him," said Mr. Stark, corralling Peter inside. "He's had a busy week; we all have after your stunt last Friday."

Peter rubbed the back of his neck, "Sorry, about that."

Mr. Stark waved a hand dismissively, "There's no need, short-stack. You saved us a lot of trouble in the long run. Had Toomes managed to abscond with any of my tech, we'd be dealing with the fallout for ages. But now his little operation is getting dismantled and wrapped up. We should see a serious reduction in crimes around the northeast." Mr. Stark looked at Peter with a quirk of an eyebrow. "But that's boring, this weekend is all about cool. How are your injuries?"

"Almost all gone! The bruising is faded, except for a few small ones on my back. All of the cuts have healed up. None of my bones seem sprained anymore. And my stitches are super itchy. I think means they're ready to get taken out?" Peter really hoped taking the stitches would be done first. He was so ready to be free of the offending pieces of thread stuck in his body.

"Yeah, yeah kid – I know you're eager. Cho and her team of minions are waiting for us in the Med Labs." They walked through the shiny corridors filled with people. A few seemed to double glance when they recognized Mr. Stark but otherwise, they were left alone.

"I know you've technically been here, but it was under the shadow of the night," commented Mr. Stark, "So, let me be the first to officially welcome you to the Avengers Compound. Although the name is a bit of a misnomer; lots more than just Avenger related activity occurs here." Stark slung his arm around Peter's shoulder, making him jump a bit.

"You see, after the fall of SHIELDRA, things were a mess for a while. Stark Industries did the best it could and integrated everyone who we could 100% confirm, were _not_ HYDRA. Afterward, we operated out of New York for a while but following the Ultron Offensive we moved everything upstate."

"What happened to everyone else?"

"The agents who weren't 100% trustworthy? Integrated into other sections of the government or just put on watch lists. Some who were outed as HYDRA got secreted away by the CIA, but most disappeared into the woodwork. But the majority of the SHIELD network… never got the chance to be reintegrated," Mr. Stark tone dropped, and Peter felt the man's hand tense on his shoulder.

"Why not?"

Stark sighed, "Most SHIELD agents were undercover. When the documents leaked onto the internet…"

Peter felt his heart drop into his stomach; he understood the implications.

"Anyway, after I sold the tower, the remaining SHIELD and Avengers activities moved here, and Stark Industries moved to the financial district. This is where all official Accords business will happen too. Well, as soon as we get a version of the Accords agreed on and signed." The last part was less directed at Peter, and more muttered.

"What's happening with that?"

Stark chuckled, "You ask a lot of questions, don't you?" They walked over to an elevator that opened automatically, they stepped in and started to descend downwards.

"Sorry," Peter lowered his head feeling his cheeks burn.

"And you apologize a lot for things that aren't your fault."

Peter went to open his mouth again, but when he realized he planned to say another sorry, he closed it. Stark laughed.

"Come on kid, Dr. Cho is waiting for us. I'll give you a superhero history lesson later if you want." The elevator doors dinged open and they walked into the same corridor from Monday. This time it was brightly lit, and Peter could hear the sounds of people milling about.

"Stark Industries has a variety of research facilities set up here. Anything that might explode, need quarantining, or otherwise take up more space than your average office building, gets moved out here. Something about safety codes or whatnot," Stark muttered. "All of it is separate from the Avengers stuff. But there is a tiny bit of crossover with the medical and bioresearch teams. Science does not care for boundaries."

They walked into an office where Dr. Cho was seated at a messy desk covered in papers and books. A sleek computer sat at the far end, next to a photograph of Dr. Cho, a man, and a young child.

"Good afternoon Dr. Stark. Peter how are you feeling?" she asked.

"Much better than I did on Monday."

"Well, that's good. You ready to get poked and prodded?" Peter grimaced. Not really. He hated hospitals, doctors, and sharp pointy things. Cho laughed. "Don't worry my team knows how to make it as quick and as painless as possible."

Peter nodded, "Then let's get this over with."

* * *

Dr. Cho removed the stitches first. She bandaged them over, even though Peter said the redness and scar would fade in about three hours. Then he went through what seemed like a normal doctor's visit pre-check. Weight, height, blood pressure, hearing - making the nurse's eyebrows rise when she saw how long he could hear the faint sounds- and eyesight - then he mentioned he could see _really_ well at night and that sent everyone scrambling to figure out a way to check his night vision.

"How's he looking doc?" asked Mr. Stark who'd been standing off to the side watching the doctor's do their thing. Peter didn't know if he felt better or worse with the man being there.

"Already these results are incredible," gushed Cho. "His blood pressure is higher than normal; his heartbeat is nearly double what it should be resting. Yet his breathing is slowed to a rate which should have him passing out. And you haven't noticed any side effects?" she directed this at Peter.

"No. Sometimes I get panic attacks where my heartbeat gets faster and breathing gets harder, but that's because I lose control of my hearing or there's too much stress in an environment." Not to mention the multiple emotional breakdowns he's had, but Peter didn't think those were medically relevant.

"Interesting," murmured Cho, looking at her tablet. "How often do you say those happen?"

"Oh, they happened a lot when I first got my powers, but they're rare now that I've gotten better at handling them." Dr. Cho nodded, but Mr. Stark looked intrigued.

"So, when you said your senses got dialed up to eleven, you meant it," he said.

"Yeah, there's way too much sensory input. I have headphones that muffle the noise, they're supposed to be noise-canceling, but…" He loved the headphones Ned had gotten for him, and they worked well in a pinch, but they didn't block _everything_.

"Not for super hearing," concluded Stark. Peter shrugged.

"Your super hearing is amazing. I've never seen anything like it," said Cho. "I know you did the test, but what's the farthest or softest thing you can hear right now?" Peter closed his eyes and concentrated. He didn't often go looking for the extra stimulus that came with his advanced hearing. Not unless he was out on patrol. Stretching as far as he could go, he could hear gunshots far off in the distance. And maybe the faint sound of rushing cars on a highway.

Closer by he could hear the steady breathing of Dr. Cho next to him, but he could also hear her heartbeat, and then Mr. Stark's right next to her.

"You guys have a gun range here?" he asked, opening his eyes.

Mr. Stark raised an eyebrow, "Yeah, over a two miles away though."

"How far is the highway?"

"Over ten."

"I can hear that too," remarked Peter. Both of Mr. Stark's eyebrows raised.

"And the softest?" prompted Cho.

"I can hear your heartbeat, and Mr. Stark's. Although they don't sound the same." Dr. Cho's beat was steady, and a little fast compared to most other's Peter had heard. Mr. Stark's fluttered, and then slowed to a clunky thump.

"Might be due to the multiple reconstructive heart and chest surgeries I've had," muttered the man.

They took samples of Peter's hair, fingernails, skin, and urine. And then they drew blood. Lots of it. At one point Peter had to look away for fear that he would get sick. He'd seen a fair amount of blood in his time as Spider-Man, but it was always someone forcibly trying to take it. Not from him _giving_ it up.

It was a little creepy.

"Why do you need this much," he asked, as the last _bag_ had been taken away.

"Until we find out if you can receive other types of blood, one's that aren't enhanced, we need to have a supply here in case you get hurt," explained Cho, handing him a few cookies. "It's a preemptive measure, but one I want to take now, and not need it. Then if I don't and I _do_ need it." Peter nodded, understanding. But that didn't mean he had to like it.

Once the vials of blood had been taken away, the sent him through every anagrammed named machine under the sun. MRI, EKG's, CAT scan's, X-Ray. By the end of it, Peter's ears were ringing, and he was starved.

"Is there anything I could snack on?" he asked, as a nurse unhooked him from all the wires.

"Sure thing, kid," said Mr. Stark. "What are you in the mood for?" Peter shrugged, not caring. Food was food.

"Actually, I need to discuss these results with both of you first," said Dr. Cho. "Can we move this conversation to my office?" Mr. Stark nodded, and Peter hopped down from the examination table. He felt a slight increase in his Spidey-Sense as they moved back to Cho's office. _Great_. Whatever was going to happen next was sure to be unpleasant.

Dr. Cho went to her desk, while Peter took a seat in a small armchair, and Mr. Stark leaned against the door frame. "What I've seen so far makes me… concerned to say the least," said Cho.

"Why so?" asked Mr. Stark.

"Well, by all accounts Peter is vastly underweight. A hundred and twenty pounds. Twenty pounds under the _low_ weight for a teen your size. And yet you look perfectly fine. Maybe a bit thin. But otherwise fine."

"I'm eating," defended Peter. "I eat all the time. Constantly. I'm always hungry."

"I know, and that brings me to my second point. Your metabolic rate is off the charts; higher than even Rogers. And he could eat _a lot_. I don't have the exact numbers for what your calorie intake _should_ be, but whatever it is, it's higher than what you're getting now." Peter could have told her that ages ago. Afterall the only times he ever felt full was when he indulged and went to an all-you-can-eat buffet and stuffed himself for an hour.

The effect wore off soon after, but at least for a bit, he didn't have the familiar gnaw of hunger clawing at his stomach.

"Which then brings me to the third point; whatever you're getting vitamin wise is not enough. You're deficient for everything," she said, looking at a piece of paper. "Heck, your deficient for vitamins and minerals humans don't even need; like copper. In other words, your body is trying to fix and run itself half-starved and begging for nutrients. And yet you still managed to heal from injuries in a _week_ that would have taken a normal person _months_ to get over."

Silence.

"So, I'm a freak of nature," joked Peter.

Cho looked contemplative, "Y-yeah, essentially."

"Helen!" exclaimed Mr. Stark.

"He said it, not me," defended Cho. "But seriously, whatever you're like now; your powers, your healing – it's only a percentage of what you might actually be capable of, given proper nutrition. You see, most spiders can relegate how much they use of their food intake. In times of low food, they can slow their body and their systems to compensate for lack of nutrition. That's what you've been doing. Or at least I think."

Peter sat stunned for a minute. He knew he'd never been getting enough food, but this was beyond weird. He was unconsciously using a system that wasn't even designed for humans to compensate for not eating enough?

_So cool._

"What does this mean for me?"

"Well, I'm gonna spend the rest of the day trying to understand all the data we've collected. Then I'm gonna figure out how much and what kinds of food you need to be eating and see if I can whip up some vitamins to start counteracting your deficiencies."

She hesitated, "I also need to know… how did you get your powers?"

"Why?" asked Peter crossing his arms over his chest and leaning back in his chair.

"Because there's more, and I want to know if it starts to make sense once I have context about what happened to you. Were you hurt? Were you experimented on?" she asked.

Peter bit his bottom lip and looked away from Dr. Cho. He could feel Mr. Stark's eyes on him.

"…no," he eventually lied. "I wasn't experimented on. It was an accident." His powers didn't emerge until he'd been bitten by the spider in the freaky room at Oscorp. While he had been experimented on, it had been years ago. And from the few files, Mariana had left behind, very little had been done to him.

He didn't think mentioning that would be relative though.

"I'd gotten separated from my class when we were on a field trip to Oscorp."

"Hmm… Norman's company." mused Mr. Stark.

"You know him?" Peter asked.

"We run in the same social circles. But his company has always been more focused on chemical manufacturing and bioweapons. Back in the day, when I still made weapons, there were several contracts between us and them. We provided the hardware, and they provided the chemicals. But that was years ago."

"Well, we were there on our biology field trip. I got lost. I ended up in this room covered floor to ceiling in spiders and snakes and other creepy-crawly things. There was a table in the middle of the room, I wandered over – I… I didn't touch anything. But- but there was this spider in a cage. It slammed itself against the container and escaped.

"I-I reached to grab it. I didn't want to get blamed for it getting loose. It was huge, about the size of a tennis ball or something. I went to put it back, and… it bit me." Peter's shoulders had curled in, and he refused to look at either of the adults. He closed his eyes trying to focus on the day that had changed his life so dramatically.

"I put it in its cage, adjusted everything so it looked like no one was in there, and got the hell out of there. Eventually, I met back up with my group, and we went home.

"Then the bad stuff started happening. I felt sick and dizzy. I went to bed Friday afternoon, and I didn't wake up until Tuesday morning. I'd been in and out of consciousness with a fever of 104, and when I woke up, I was sore and aching and crummy. It didn't take me long to realize things had gotten really weird.

"I didn't need my glasses, I could walk and run without needing my inhaler. I could jump to the top of the ceiling eight feet above my head and _stick._ I could break linoleum tile by landing on it or warp a handrail if I wasn't paying attention. I could tell when danger was coming and hear everyone in my entire apartment complex at the same time. I had superpowers. And it was terrifying." Peter opened his eyes and found Cho furiously writing on a notepad, while Mr. Stark stared at him in shock.

He realized what he'd just said.

"B-But I got over it," Peter smiled. "I love using my powers to help people. Better than sitting around doing nothing, am I right?" he turned towards Mr. Stark, who was staring at Peter in silence.

"That's a heck of a story kid," he finally said. Dr. Cho let out a surprised scoff, looking up from her paper.

"That's utterly insane, is what it is. But I suppose in a world of gods, super soldiers, and monsters made from gamma radiation, powers from a spider bite make _perfect_ sense. So, if I'm understanding you here; you went to sleep feeling sick and woke up four days later with superpowers?"

"Yep." Peter couldn't blame them for being a little shocked. It had taken him weeks to get used to the idea.

Dr. Cho leaned back into her chair, "Well, what I'm about to say might explain why it took four days, and why you felt so crummy afterward. That spider bite didn't just change your genetics, it changed your entire body.

"You have two functioning cardiovascular systems. Your normal one all humans have, and then a second one filled with hemolymph; the spider equivalent of blood. This is probably what makes you're your extreme acrobatics possible; that, and the increased lung capacity. Otherwise, you would have passed out from lack of oxygen getting to the brain. By the way, your brain is also a little bit larger, and your skull is thicker than the average human. You could get knocked around like a piece in a pinball machine and not end up with a concussion.

"The x-ray showed us what looked to be a decalcification of the bone but it's your bones hollowing out and filling with a mixture of collagen, cartilage, and chitin. Technically your bones are stronger but lighter. Again, probably the reason you can swing from pressurized silica gel, without breaking every bone in your arm. And it's just the beginning of it."

"Shit," said Peter.

"Speaking of, do you think I could have a stool samp-" started Cho.

"No, no, no, no – gross, weird. Can we be done with tests for the day?" Peter looked towards Mr. Stark for support but found the man deep in thought.

"So, what you're saying is, his health is a ticking time bomb?" Stark asked in alarm.

"No. He's gotten this far without kneeling over. I think he's fine for now. Obviously, his body is managing the best it can. It just can get better. What he needs to do now is to eat food and a lot of it. Heavy on the meat – make sure it's not just connective tissue, organ meat too. Leafy greens, even some whole grains, and fruit. A healthy meal." Stressed Cho.

Peter wrinkled his nose at the thought of eating _organ meat._

"What about the physical tests for his powers? Should he even be doing them in his state?"

"He's in no danger by doing them. They certainly won't be an accurate read on his powers. But it will give us a baseline to work with. As long as Peter's still okay with it, I figure we go ahead and run those tomorrow." Cho turned to grab a tablet, she handed it to Peter.

"I want you to write down every power you have, describe it in full detail; when you noticed it, what you use it for, everything. I also want a full rundown on what you've seen your healing factor do. I'm not going to purposefully injure you to figure it out, but I need to have an idea of what I'm working with if you end up on my operating table." A notification went off on her computer and she turned to check on it.

"Some of the tests finished running. I'm going to go get science-ing I'll see you two tomorrow at ten AM sharp in the testing facilities. Okay?" Mr. Stark nodded.

"Thank you so much, Dr. Cho," said Peter. "I wish you'd been around when my powers first appeared, it would have made things a lot easier."

Cho smiled, "You're a good kid Peter, and you have amazing abilities. It's my job to help you use them the best you can." She slipped out the door, leaving Peter and Mr. Stark alone.

"So, how about we go order food?" asked Mr. Stark. "FRIDAY?"

 _"I've earmarked three establishments within delivery distance, that fit Dr. Cho's specified parameters,"_ relayed FRIDAY.

"Any of those Thai places?" Peter asked.

_"Yes."_

"Thai food it is then," said Mr. Stark. "FRI, order my usual, and then one of everything that contains what Peter needs."

Peter clutched the tablet against his chest. "No, no, no Mr. Stark; that's way too much. You- you don't need to get me all of-"

"I'm going to stop you right there kid. Did you not just hear what Helen said? You. Need. Food. And lots of it. In fact, FRIDAY double the order." Peter sunk into the chair, squirming at Mr. Stark's openhandedness.

"Okay fine," Peter relented. "But can you make sure the order has larb and sticky pudding cakes. Those are my favorite."

_"Added to the order, Mr. Parker."_

Peter smiled at the ceiling, "Thank you Ms. FRIDAY."

Mr. Stark shook his head. "Come on kid, let's get out of here. I think I've got fruit in the kitchen that will tide you over till food gets here. But first I have something to show you." Peter followed the man out of Cho's office.

* * *

Peter followed Mr. Stark through the large compound. The sun was setting, and the earlier activity had died down. They crossed over the walkway into a smaller building.

"This is the residence building. All the apartments, amenities, and comforts one could ever want. The east wing is where a lot of trainees live. It's also home base for several of the long-term undercover agents we have employed here. The west wing is the Avengers…" Mr. Stark paused. " _Was_ the Avenger's personal space. Now it's just mine." Peter realized he was being invited into Mr. Stark's home.

They approached an elevator with no buttons.

"FRIDAY controls all the security. No one is allowed in this section of the compound without being accompanied or being on a very shortlist. Speaking of- FRIDAY, grant Mr. Parker here Level Eight access to the compound."

 _"Yes, sir."_ Mr. Stark turned to Peter, as they entered the elevator.

"Security system here works on a basis from one to ten. Level Eight gives you access to this wing without needing to be accompanied by me. It also lets you use every facility, and if you try to contact me using FRIDAY it means your message won't be denied outright." Peter turned away from Mr. Stark, not being able to meet the man's eyes after his gesture of trust.

"Th-Thank you, Mr. Stark."

"You shouldn't be on your own too much, you're supposed to be learning after all. But I can get pretty busy, so I don't want to leave you trapped in the apartments with nowhere to go. Just be responsible with it, understand?" Mr. Stark's tone was firm; Peter nodded.

"Yes, sir," he said with a cheeky grin.

Mr. Stark groaned, "Ugh again with the sir. No, no sir-ing."

"How about mister? Chief? Sire?" Peter laughed, as he watched Mr. Stark's face grimace.

"No, no, and double no. I'm not a country lord. How about Tony?" he asked.

"Sure, thing Mr. Stark," grinned Peter, who realized a second later sire was another word for father. Peter's eyes widened in panic and his smile became a little less genuine. ' _Shit'_ he thought, _'This is exactly what I was worried about.'_

"Yech," groaned the man, "you're a brat. The hero-worship is wearing off, and now I have to deal with a lippy, teenage, spider-ling."

Peter's laugh was hollow. "Spider- _Man_ ," he corrected.

Mr. Stark scoffed, " _Man._ Yeah, sure, why don't you come talk to me when your voice drops and you start shaving, then we'll call your alter ego Spider-Man."

"My voice isn't high," Peter screeched, his voice distinctly higher than normal. "And I'm almost sixteen." The elevator dinged open.

"The 'almost' makes it worse, kid," joked Stark. 

They walked into the sparsely decorated living room. Everything was sleek and modern; exactly what Peter thought Mr. Stark's style would be. A huge fireplace lined one wall; a large television hung above it. A sectional couch and a grand piano took up the rest of the space. Large floor to ceiling windows overlooked the river, and the sunset splayed a palette of colors across the sky. On the other side of the room was a modern kitchen with an island.

It was all very pretty but gave off a cold and unused vibe.

"This is my private suite. Standard kitchen, living room, balcony, office, three bedrooms, four bathrooms. My private labs are downstairs. I'll show you after our delivery gets here," rambled Mr. Stark. He went into the kitchen and grabbed an apple out of a fruit bowl. He tossed it to Peter, who caught it.

"Should be fresh enough," the man said. "Groceries got delivered earlier today." Peter took a bite of the apple. It was delicious, but when he swallowed it felt like gravel going down. Not for the first time, he realized he was alone with Stark. He'd managed to distract himself with the coolness of the compound, but now they were alone, and Peter didn't know what to do.

"This way, young-buck." They went down a hallway, Mr. Stark pointing out where the rooms were.

"My office is over there; I don't use it often. It's locked and you shouldn't have any reason to go in there. My bedroom is the one on the left, again no reason to go in there unless you're looking for me." Peter nodded; he didn't think he would ever be comfortable going into Mr. Stark's personal spaces. Being in the apartment was already making him nervous.

"And this," said Mr. Stark grabbing the handle to the last door in the hallway, "is your room." He opened the door to a bedroom. Peter's mouth dropped open when he looked inside.

The walls were a dark blue, several movie posters hung in frames decorating the walls. The bed was large, with huge fluffy pillows. The comforter was dark blue with a faint pattern of his spider web design on his suit. Peter's backpack laid on the bed.

 _'Oh, so that's where it went,'_ he thought.

There was a dresser, desk, even bookshelves; all empty, waiting for things to be placed there. Peter cautiously entered the room, hands barely grazing the furniture. He looked and saw the bathroom was connected. It was larger than both bathrooms combined in his apartment. He looked back at Mr. Stark, who was leaning against the door frame, waiting for Peter to say something.

Peter's throat went dry.

"Th-this is amazing Mr. Stark. But I didn't need all of this. I-I would have been fine with the couch."

Stark rolled his eyes, "Lordy, kid. I wouldn't have made you sleep on the couch. Not when I had a perfectly good guestroom. I threw this together pretty quickly. And by me, I mean I paid people to do it."

"Still, thank you so much," said Peter, who was still overwhelmed, by the gesture.

Stark shrugged, "I'll give you a minute to get settled in. I'll call you when delivery gets here. Afterward, we'll head down to the labs." Stark turned away and went down the hallway. Peter walked over to the door and gently closed it. Then he slid to the floor. He looked over the room and buried his head in his hands.

 _'This is going to be a long weekend,'_ he thought.

**Notes for the Chapter:**

> Hey y'all how have you been? I hope this chapter lived up to expectations. I know it took a while. I hoped to have it done earlier but I had to scrap major portions of it, so there was massive editing and rewriting to be done. 
> 
> What did y'all think? Peter finally has some adults being concerned about him. Something he hasn't had in a while. I wonder how he's going to react to this. How were the medical explanations? Too wordy? I tried to keep them simple but technical enough that it came off like I knew what I was talking about, which I don't. But now my google history is filled with stuff about spiders, and I'm sure our advertising overlords will think this means I want to see stuff about it. 🙃🤣 I'd love to hear your thoughts and comments! 🥰
> 
> In other news, I finally have the number of chapters blocked out until the BIG reveal. I'm super excited, this is going to be so much fun. We have a bit to wait, but it is coming. Until then I hope you guys enjoy the build-up. As always you can comment below or contact me on Tumblr at icedaquairus31. I love hearing from y'all, your comments are the best birthday present I could think of (oh yeah it's my birthday in four days!! 🎊🎂). See ya in two weeks!


	6. Fireside Chats

**Summary for the Chapter:**

> In which there's chatting, and there are firesides, but those two things do not necessarily intermix. Peter overthinks everything, but what else is new. Tony is trying to be a good mentor; emphasis on the word trying. And everything is better with a little bit of blowing things up added into the mix.

**Notes for the Chapter:**

> *Rolls in on a skateboard with a hot chocolate a month later* What's up? 😬
> 
> I'll have a full explanation for my absence down below, but for now, I'm sorry for being late. Please enjoy this amazing chapter as a penance.

_The Compound – October 21, 2016_

Peter sat on the ground gazing at the room Mr. Stark had given _him_. A week ago, Peter would have said the man hated his guts. Now he was invited over for personal training, an actual internship, and had food and a room and medical attention and-

_BREATHE_

Peter shook his head; the events of the past two weeks jumbled in his brain. Pushing himself off the ground he approached the bed. He rubbed his hand against the sheets – like clouds underneath his fingertips.

He tossed himself onto the giant bed and sunk into the mattress below. He groaned in relief. Lingering echoes of hands poking and prodding him, and a slight buzz under his skin from where his blood had been drawn was noticeable as the insanely long day caught up to him. 

Peter always knew something big had changed inside him when he'd woken from his four-day coma. His body and mind had buzzed with a new purpose, the world had been sharper, brighter, and bigger than ever before. Yes, it shocked him to see the depth of change laid out in clear scientific fact, but also a confirmation of what he'd already known.

It certainly put Richard's research into a whole new light; the man had succeeded in his goal. Even if Peter had only developed his powers years later.

He curled his fingers into the sheets of the bed; he hoped nothing weird would come of the tests.

 _'You're just afraid they'll find out about everything,'_ the thought slithered into Peter's mind unbidden. He couldn't dispute it. There was a risk letting Cho and her team mess around with his blood; one test and his whole past would be blown wide open.

But there would be no reason to do that test.

Samuel Stark had been dead for eleven years. Why would anyone try to match Peter's blood with a kid who'd been dead for more than a decade? Who would think to run his DNA against the Stark's? They wouldn't.

Peter shook his head sinking deeper into the bed. How had his life turned into this crazy roller coaster? Peter figured he could collect himself for a minute and rejoin Mr. Stark in the living room when he didn't feel like bursting at the seams. But the soft sheets, fluffy pillows, and memory foam mattress made for a devastating combination against his tired mind.

He fell asleep seconds later.

0o0o0o0o0

Peter woke to a voice calling his name, and a hand on his shoulder. He blinked his eyes open and found the sun had dipped even further into the sky; only the barest traces of day hanging on. Mr. Stark stood over him concern etched into his face.

"Hey, kid. Are you feeling okay? I tried getting FRIDAY to wake you, but you were dead to the world. Food's here."

Peter yawned, rubbing the sleep from his eyes. "I guess I didn't realize how tired I was after everything that happened today. I'm fine Mr. Stark." Peter's stomach growled, and he dipped his head. "I am a little hungry."

Mr. Stark laughed, "Sounds like you're more than a little hungry. Come on, up and at 'em." Peter scrambled off the bed, already missing the warm mattress and the comfy embrace of sleep. He shuffled out of the room, wincing at the lights in the hallway. Following Mr. Stark, Peter's nose picked out the scent of fresh Thai food. Walking into the kitchen there was a veritable feast laid out on the island.

"I told you this was way too much food," Peter complained, but his mouth had already begun to salivate over the delicious food. Damn. It felt like he hadn't eaten in forever.

"I'll believe it when I see it." The other man grabbed two containers of food and a utensil. "The rest is yours spiderling. Eat up."

Once Peter had grabbed food from each of the to-go boxes, they sat in silence chowing down on the food. The awkward silence returned. He needed to get over this inability to act normal around Mr. Stark. Maybe it would come with time.

"How's the food?" Mr. Stark asked, after a few minutes later.

"Oh, it's uh, delicious, thank you. But like I said I would have been fine with-"

"Nuh-uh kid. Doctor's orders. You eat what she tells you. I had FRIDAY order food you can eat under Cho's recommendations." Peter's cheeks started to burn, as Mr. Stark casually talked about buying things for him.

"You don't need to do that. I'm only here for a day or so. You don't need to stock your pantry with things for me," Peter insisted. A feeling in his chest squeezed his heart.

Mr. Stark waved a hand. "Nonsense. Besides you can take anything leftover back with you. We need to get you into shape so we can see what you're capable of." Peter nodded the feeling loosening and replacing itself with disappointment. Of course, he needed to be better to show off his skills. To continue to prove himself worthy of all this time and attention being spent on him. He couldn't screw this up.

"You should eat well at home too," continued Mr. Stark, trampling right over Peter's inner thoughts. "I'll order you groceries and have them delivered for you."

"Uh, no, you can't do that. You don't have to spend the money on me. I'll just try to eat better with what we have at home. Besides, how would I explain that to Aunt May?" Peter could imagine the conversation. If he had a problem with Mr. Stark spending money on him, it would be nothing in comparison to what May would be like.

"Okay, _one_ ," countered Mr. Stark, "I don't _have to_ do anything. I'm Tony Stark. I only ever do what I want to do." The man grabbed a bite of chicken with a pair of chopsticks and stuck it into his mouth. "Two, you're a teenager I doubt grocery shopping and meal prep is taught at your fancy school. You'll need more food than whatever you have laying around at home." Peter's eyes flickered to his plate; already empty. He reached for a container filled with food, not bothering to empty it onto his plate.

"And three, how _will_ you explain this to your aunt?" asked Stark, gesturing with his chopsticks. Peter's heart dropped into his stomach. "Are you planning on telling her about-"

"No!" snapped Peter. "I plan on telling her _nothing_. She doesn't need to know anything."

Stark hummed, "So your plan is avoidance. Speaking from experience; not a great plan."

"Mr. Stark, please. I- I can't tell May. She can't find out about this. I just- I don't even…" Tears threatened to form in his eyes. Peter turned away from the man and focused on his food instead, hiding his face. He couldn't break down in front of Mr. Stark.

The man continued talking, oblivious to Peter's impending emotional distress. "Kid she'll be mad if you tell her now, but she'll be pissed if she finds out later. Women don't like being lied to; trust me I'd know."

The tears and panic receded, leaving Peter on the edge of bursting into cynical laughter. Oh, the irony. "How about I tell her never," he snarked, pushing away the thought of his and Starks relation as far as it would go. "Then she never has to get mad."

"What if a fight happens again? Like the Vulture. Or worse. Do you want her to find out then; when you're lying on an operating table? How long do you _really_ think you can keep this up?"

Peter snapped his head towards Mr. Stark. "As long as I have to."

The man sighed, "If you tell her, it'll be bad for a while, but-"

"Why do you care?" shouted Peter. "You weren't too concerned after Germany. I did my thing and I didn't hear a word from you or anyone else. I've had my powers for _months._ I have everything under _control._ " The muscles in Peter's face twitched as he tried to keep his emotions from spiraling.

"Sure, crashing a plane sounds like you have perfect control," Stark's think sarcasm made Peter roll his eyes. "You're a pipsqueak, I'm surprised you haven't been flagged down before in that set of pajama's you called a suit. But now you have my help-"

"I didn't _need_ any help. I had this all figured out before you came crashing in _."_ Peter did not, in fact, have this all figured out.

"That is such a teenager response." Stark's condescending voice made Peter's blood boil even more. Damn, he'd just wanted to eat his food, not get into an argument.

"Well newsflash; _I'm a teenager!_ " Peter's voice reached a fever pitch. His blood pounded in his chest, and his breathing labored. He watched Stark's face flicker through a variety of emotions and for a moment thought the man would yell at him.

"Touched a nerve there, didn't I?" Stark said, his voice calm with a tinge of tightness at its edge.

Peter slumped against his seat grabbing another container of food. He shoveled a few bites into his mouth trying to figure out what to say. How could he explain to Mr. Stark what months of keeping quiet, of keeping everything bottled up felt like?

How would Mr. Stark be able to relate to _that_?

"It's not, I mean, I guess, yeah it is. May is… I love her." Peter could say that with certainty. "And I want what's best for her. And right now, not knowing about my powers… about Spider-Man… it's what's for the best." Peter thought back to this week alone. He remembered the smell of May's breath, her cloudy eyes, and slurred words. He remembered her face as she apologized about her drinking and promised she would be better. He remembered how thin she felt in his arms and how her shoulders slumped with weight and grief and sorrow.

Peter was sure about one thing, May could _never_ find out about him being Spider-Man.

Peter watched the man hesitate - a look of concentration etched across the older superhero's face. "Why is keeping aunt hottie out of the loop for the best?" Stark asked his tone light but probing.

Peter put down his empty container and picked one filled with sautéed vegetables; he shifted in his seat. These reasons had been buried for months; thoughts and feelings Peter was sure would never see the light of day. Having them dragged out into the open was… discomforting.

"She's… stressed," Peter gritted out. "After Ben died… she took so much onto her shoulders. And she worries about me constantly. We barely see each other due to our schedules. I'm by myself all the time." Stark's eyebrows raised. "Don't get me wrong, I don't mind it entirely. It's easier to be Spider-Man if she isn't breathing down my neck. But I know it weighs on her that she's not around."

He sighed, "She's still sad about Ben. They would have been married seventeen years in June." May almost never let her smiling face drop around him. At least not if she was sober. "She… for so many months would- would cry herself to sleep." Peter couldn't look Mr. Stark in the eye. "I could… I could hear her from my room. It's why I'm on patrol every night – so when she does cry, I don't have to hear her."

"She puts on such a brave face… But she would be devastated if she found out what I did. She threw a fit when I told her my injuries last Friday were from a mugging after the dance. I can't add to her stress. If I keep quiet everything will be fine." Peter had to keep telling himself that.

The kitchen went silent. The scrape of Peter's chopsticks as he fished the vegetables from the nearly empty to-go container making the only sound.

"Peter," Mr. Stark said, slow and serious, "it's not your job to protect your aunt. She's the adult and you're the kid. It's her job to protect you."

Peter scoffed, "Being a kid didn't stop me from getting superpowers. Being a kid didn't stop my uncle from getting shot in front of me. Being a kid didn't stop bad things from happening to me."

 _'Being a kid didn't protect you from getting kidnapped,'_ a quiet thought intruded. Peter pushed it away.

"I had to grow up and get used to it," Peter spat, the bitterness in his voice loud and clear. "We're all each other has; May and me. And I love her, but I _have_ to be Spider-Man. I won't stop for her, or you, or anyone. My uncle used to say with great power, comes great responsibility. It's my responsibility to protect people, but also to protect those I love. And if it means May never knows, then that's how it has to be," Peter said with conviction.

"You think you have this all figured out?" asked Mr. Stark. Peter nodded, grabbing another food container, shoring himself to continue to fight if the man pushed. "Okay."

Peter paused. "Okay?"

"Okay," repeated the man. "You have your reasons, kid. I don't necessarily _agree_ with those reasons. But you're stubborn and I don't think a thing I say will change your mind. So, I won't argue with you. You can't do this on your own though. If you won't tell your aunt, there have to be conditions."

Peter furrowed his brow. "What kind of conditions?"

Stark ran a hand through his hair, "You can't go after bad guys above your paygrade for one." Peter opened his mouth to protest; he'd taken down Toomes after all. "No, Spider-ling. Toomes was a fluke, and even then, you were hurt; tremendously hurt."

"I was fine," whined Peter, taking a bite of roti bread.

"You broke your ribs!"

"They healed quick."

"That's not the point. I tried to keep you away from Toomes for a reason. Certain things are above your head right now; like dealing with the police, taking on gangs or drug busts, or stopping car chases."

"All things I did before you or your tech. You can't tell me not to do things I already know how to do and _have done._ " He didn't know why Mr. Stark was intent on stopping him from helping people. "You didn't care before."

"You're right I didn't," said Stark, sending a pang through Peter's chest. "I gave you tech, I dragged you into the spotlight, I made you a target, and I left you. And that's on me. But I'm trying to care now. I'm trying to be an actual… mentor. You want to be a superhero, fine. But rules come with that. Especially if you don't want your legal guardian involved."

Peter shrunk in his seat, knowing the man had a point.

"I'm also thinking about the optics here," Stark added.

Peter tilted his head. "What are optics?"

"It's how the public and media see us, as superheroes. As a community, we hold a dangerous amount of power, and we're basically unchecked." A faraway look developed in Mr. Stark's eye. Peter remembered the fight at the airport, and how fast it had turned into a disaster.

"Our job becomes much harder if the public and government fight us at every turn. And we have a _responsibility_ to use our powers," he gestured to Peter, "or resources," gesturing to himself, "for the protection of the people. Keeping a good image helps promote the idea that we aren't dangerous entities who need to be locked up."

"But I'm trying to help," defended Peter. "Why can't I help when those situations come up? That's when I'm needed the most. I'm not going to turn my back on people in trouble."

Stark sighed, "Yeah, I think I'm realizing that. Your stubborn streak is a mile long, isn't it? Fine, I won't ask you to not help people. But you need to tell me when you're planning to jump into danger. Call me, text me, send a carrier pigeon, whatever."

"But what if you're busy? What if it's late? I can be out till one in the morning on patrol," admitted Peter.

Stark scoffed, "Kid I'm never asleep. I have more coffee than blood in my veins. I won't promise I'll never be busy, but it'll be easier to deal with situations if you have back up on the line. Plus, it'll give me time to prep the med-bay if it comes to that."

"I guess that's why Karen's reporting all my injuries," muttered Peter, eating another piece of chicken.

"Now you're starting to understand," crowed Stark. "You've done a good job taking care of your piece of the world. But you're stepping on to center stage, with comes restrictions."

"That seems backward," muttered Peter, the last of his defiance fading. Okay, maybe Mr. Stark wasn't trying to control him, but the thought of running to the man every time there was a bit of danger or he got hurt didn't sit well with him. He wasn't a little kid. "Any other rules?" he whined.

"Don't pout kid, you're a superhero, not a puppy." Peter glared at the older man which made Mr. Stark laugh. "Damn, I see why you need the mask. That face is about as scary as a two-week kitten."

"Oh, so I guess your mask is there to cover those bags you've got," snarked Peter.

Stark gasped and placed a hand over his chest, "This is abuse. You're abusive and a liar."

"I'm not a liar," defended Peter.

Stark scoffed and gestured to the kitchen island and the twenty or so containers that had been filled with food. "Oh well, all these empty food containers would say otherwise."

"They're not _all_ empty," mumbled Peter. But as he looked, he saw that, yes, all the containers were empty. "Fine, I guess I was hungry."

Stark smiled, "For now don't get in over your head, you _know_ when a situation is dangerous. Also do _not_ engage with police, politicians, or social media – you're in a weird position; I'm trying to get rules written into the Accords about minors and it's…" Stark blew out a breath in frustration, "It's going slow. If your age gets out, or heaven forbid your identity, imagine what the outcome would be like."

"That would be awful," said Peter shuddering, he would never have a moment's peace ever again. "Okay, that sounds reasonable."

"Good, we can talk more about this later if you want. But for now, enough squishy emotions. Do you want to go blow up shit in my lab?" Mr. Stark's eyes twinkled promising fun and destruction.

Peter grinned, "Hell yeah!"

0o0o0o0o0

Cleaning the kitchen took no more than a few minutes. After throwing away the empty containers Mr. Stark led him to the elevator and took him to the lowest level of the building.

"This lab is New York times twenty; you'll love it," promised Mr. Stark as the elevator dinged open. The workshop burst into life when they stepped out. The lights blazed overhead, the computers started, blue holographic screens floating above long workshop tables.

Peter gazed around his eyes darting from place to place. The workshop was huge, three levels high with walkways and glass steps connecting each one. The bottom level was split between a garage, several old-fashioned cars lining the walls, and a workshop, similar to the one in the city, only larger.

Lining the walls of the first level were Iron Man suits in cases along the walls. There had to be at least twenty. Off to the corner was a small kitchenette with a full-size fridge. Two beat up, but serviceable, couches were over there too. On the second level, sat boxes and tables piled high with materials.

The rooms chill temperature and the smell of oil and metal reminded Peter of the workshop at school, although this was ten times cooler. When he was a kid, he used to dream of what this workshop looked like; where amazing suits that flew through the sky were constructed. This was better than anything he could have imagined.

"I think I've died and gone to heaven," he muttered. A hand rested on his shoulder and pushed him further into the room.

"Told you you'd enjoy it," smirked Mr. Stark. "This is where the magic happens, or well, no magic," Stark scrunched his nose, "I hate the stuff; it makes no logical sense. This is where the science happens. There, much better. Anyway, it's stocked with whatever you'd need to make a super-suit, or advanced tech, or world domination. Whatever fits your fancy. And the Wi-fi is always full strength." The man leaned against the back wall, and Peter once again gazed around in awe.

Peter fake sniffed, "It's so beautiful I think I could cry." Stark laughed, and Peter heard the sound of metal wheels approaching. A metal armature attached to a rolling platform rolled over to where they stood. 

"Hey, hey, hey, don't you come over here," chided Mr. Stark waving his arm like he was swatting at a fly. The robot moved closer. "Ugh, you never listen to a damn thing I say."

"What's this?" Peter asked.

"This is DUM-E, the most defective bot I've ever made," groused the older man. The robot twisted its' claw as if tilting its head. It beeped in, what Peter recognized as, indignation. "I was either high or drunk when I did most of his coding. I was, god, just a year or two older than you when I made him."

"Well, I think he's awesome," exclaimed Peter. The bot rolled around in a circle and tried to poke him, but Peter didn't mind.

"Eh, don't feed his ego, it's big enough as it is. His siblings are around here too." Peter turned back at Mr. Stark who leaned against the wall watching Peter and DUM-E.

"Siblings?"

"Yeah, Butterfingers and U, DUM-E's younger and slightly more intelligent counterparts." The bot beeped again. "Oh, don't you take that tone with me," said Stark, acting as if he could tell what the machine said.

 _Then again, he's Tony Stark,_ thought Peter, _maybe he does._

"They were my first attempts at AI. They've got some screws loose, especially after they were blown up, but they've survived this long, so I keep 'em around."

"Blown up?" Peter asked in concern.

Stark waved a hand, pushing himself off the wall, "Not important. I fished them out from the bottom of the sea and now they spend their time wandering around this workshop being pains." Peter's head spun with the casual information drop of an explosion; was Stark talking about the time his house in Malibu was blown up?

"Anyway, more important things to do and see. Just don't eat or drink anything they offer you. They forget we aren't bots and like to add motor oil."

"I bet I could digest it," said Peter.

Stark pulled a face of disgust, "Eh, trust me I haven't paid attention before and suffered the cost. It doesn't matter if you could – you don't want to."

Mr. Stark proceeded to show Peter around the workshop. They explored the three levels, the man pointing out where things were kept and what he could and couldn't touch. With every moment Peter grew more impressed with the lab. And, despite the lingering feelings of disaster and uncertainty, he knew accepting Mr. Stark's offer was the right choice.

About an hour later when all was said and done, they were seated outside Mr. Stark's testing booth. A large section of the second floor had been cordoned off. A large wall of bulletproof, five-inch thick glass stood between them and the testing area. Two seats were placed outside to view whatever antics inside the machines had been programmed to perform.

"Woah, this is like Edna's testing room straight out of the Incredibles," remarked Peter, watching a supersonic laser beam shatter five-inch steel plates.

Mr. Stark stiffened. "What?" asked the man, his voice tight.

"You know, the Incredibles? The best movie Pixar ever made. Edna Mode is this fashion designer who makes super suits. She has a testing area exactly like this."Several emotions flickered across Stark's face, before settling on a smile that felt plastic.

"Never seen it," Mr. Stark turned to press of few more buttons and the laser shut off. "Not my normal style you know. I'm more of sex, drugs, and rock and roll kinda guy." The back of Peter's neck tingled. Something was wrong but he couldn't figure out what.

"Oh, that's too bad. It's amazing."

Stark hummed, still turned away from Peter. "Hey, kid, do you want to shoot a gauntlet?" He turned around, the man's smile less plastic than before. Peter relaxed, whatever he'd said that bothered the man wasn't super important.

"Would I ever!" Peter exclaimed.

It took a solid twenty minutes of explaining how the gauntlet functioned, its' limits, and how not to blow his own hand off before the older hero would even let Peter put it on. After that, they spent another fifteen minutes on how to aim it properly, before finding targets to set up.

There was a moment where Peter stood still, the metal encasing his hand, staring at the soda can Mr. Stark had placed several feet away.

"What if I hit something else besides the can?" Peter asked nervously.

"Well, you're going to owe me a lot of money, won't you?" said Stark, his face and tone dead serious. Peter's mouth dropped. Stark held the face for a couple of seconds before it split into a huge grin. "Jesus, kid, the look on your face." The man laughed hard for a few seconds, and Peter swore the burning of his cheeks could start a fire. "Whew… don't worry, I've blown up, destroyed, remodeled, and nearly burnt down my lab a dozen times in the past five years alone. If you manage to scorch something with a blast it'll be the least of my worries."

"No offense, but you can be a bit of a jerk," Peter mumbled, trying to calm the raging storm of emotions rolling through him. He had an Iron Man repulsor on his arm.

This was the coolest day ever.

Stark barked out a laughed, "Kid, I've been called many a thing over the years. 'A bit of a jerk' is nothing." Peter smiled a bit, the nervousness from earlier in the evening gone. This was nice (well, beyond amazing if he was totally honest, but still).

"So… what are you waiting for?" Stark asked impatiently, gesturing to the metal soda can

Peter didn't respond, he raised his arm and aimed it at the soda can. He flexed his fingers like Mr. Stark had shown him and…

WHIRRRR!

A blast shot out, and hit the can straight on, sending the little piece of metal flying off like a rocket. It slammed into the wall and crumbled to the ground.

"Oh my gosh I did it!" exclaimed Peter, jumping with excitement.

"Yeah, you sure did kid. Here I have a couple of other scrap pieces that might be fun to shoot. Try not to let your arm swing back too far with the kickback. You have strength, use it to keep your arm in place."

"Sure thing," Peter nodded. They messed around for a while longer, Peter shooting anything from old cans to a small dartboard that quickly was blown to pieces, to banged-up metal trays.

How would Ned react? Peter figured it was a fifty-fifty toss-up between squealing so hard it shattered glass, or straight up fainting. Peter couldn't wait to tell him.

Eventually, they ran out of easy material to shoot, and Peter took off the gauntlet.

"Wow, that was way more successful than the last time I tried that," he muttered offhandedly.

"When have you shot a banged-up metal tray with a gauntlet? asked Stark. Peter froze. He hadn't meant to say that out loud.

"Oh, uh, well it wasn't anything... I wasn't actually shooting… It wasn't _real._ Of course, it wasn't I was like nine…" Peter chuckled half-heartedly, hoping Mr. Stark wouldn't ask for the full story.

"Aww, were you a bit of a fanboy? Did you have your own Iron Man suit?" teased the older man.

Peter's cheeks flushed, as he turned away, "No… just the gauntlets, and the mask." Mr. Stark bent over laughing. "Hey, it's not funny, I loved those little pieces of plastic. My uncle got them for me at the Expo."

Mr. Stark stopped laughing and looked Peter in the eye. "Expo? The Stark Expo? The one in 2010?"

Peter shrugged looking anywhere but Mr. Stark, "Yeah, I won tickets for opening day and passes for a full month after. First place in my school science fair." 

"You weren't there, right, during the whole Hammer Drone attack thing?"

Silence.

"Spiderling?"

Silence.

"Kid?"

Silence.

"Peter?"

"… nobody was hurt?"

"Lordy!" exclaimed Stark. "You were there?!"

Peter sighed, "It was years ago Mr. Stark, there's no reason to freak."

The older man rubbed a hand across his face, "At least tell me you got out of there quick and weren't near any of the drones."

Silence.

"You've got to be kidding me!"

"Sorry, Mr. Stark." Peter had to suppress a smile, watching the older man pace. "I'd gotten separated from my uncle in the chaos. And I heard a drone land right behind me, and I had my mask on, and it brought out its gun and-"

"Jesus, kid, are you trying to give me a heart attack!" Mr. Stark walked over to a rolling chair and slumped into it.

"No, no, this is a good story," said Peter. The day had been scary as hell with all the explosions, running, and screaming people, but it was also one of the coolest days of his life. "So, there I am, the drone has it's gun pulled out, and I raise my little fake gauntlet when I hear the sound of another suit landing behind me. Next thing I know the Hammer Drone gets blasted, and I turn around and see, well, you."

Mr. Stark looked up from where he'd placed his head in his hands, "What?"

"Yeah, you shot the drone, said something around the lines of 'Good job kid' and blasted off again. A few minutes later I found my uncle, and we didn't go back to the Expo before our passes expired." Peter watched the other man's face shift from shock to disbelief, to amusement.

"So, your whole self-sacrificial danger prone routine has been a thing for a while?"

Peter knew tempting fate was a terrible thing to do, but when opportunities presented themselves…

"Yeah, I think it's genetic," he said with a straight face, although a tiny voice in his head shouted at him, _'You're such a fucking little shit, do you want to be found out!"_

Peter ignored it. "I've always felt this need to jump into things. To stick my nose where it doesn't belong. Normally it got me knocked back on my butt; I was a scrawny, asthmatic, dork before I got my powers. But now…"

"Now you can help," finished Stark.

"Yeah, it's why I would have been on your side if you'd asked me to or not. It's something my uncle would have done." Peter paused remembering the conversation on Monday. "But… speaking of the Accords, Mrs. Pepper mentioned-"

"Ugh, yeah… look, kid," Mr. Stark interrupted. "Talking about the Accords will require an amount of energy that is not happening tonight. Especially after your little story nearly gave me a heart attack, which is like, totally possible with my heart condition." Peter focused on the sound of Mr. Stark's heart, which, besides its irregular rhythm didn't seem too stressed.

"It sounds okay."

Mr. Stark paused, "Damn that's kinda creepy kid."

"Sorry," Peter cast his eyes to the floor and noticed a small spot of dirt on his shoe.

"No, no. No need for apologies. But, no, I can tell you all about the Accords later if you want. Like tomorrow, on our way back to the city?"

Peter yawned and nodded, "Yeah that sounds good to me."

"Good, because it's time for little spiders to be going to bed."

Peter's mouth dropped open, "But, it's only eleven-thirty."

"Cho sent me a message; she wants us in the gym by eight tomorrow. You'll need breakfast, so we'll be up by seven. Which means less than eight hours of sleep. I'm told smaller humans need at least that much to function." Stark shrugged, "I mean, I don't care, but she does, and I have to deal with her every day, so… off you pop."

Peter slumped, "But we didn't even get to _do_ anything."

"We'll have plenty of time tomorrow after you perform for Cho and her team of minions," commented Stark, as they headed to the first floor.

"Okay, fine," muttered Peter, suppressing a yawn. Now that he thought about it, he was pretty tired.

"I'll see you in the morning kid," said Stark.

"See you in the morning." Peter stepped into the elevator, and the door shut behind him, blocking his view of the amazing lab.

He yawned.

0o0o0o0o0

_The Compound – October 22, 2016_

Peter woke to his lungs hard-pressed to breathe after being fully crushed by a dream-Vulture crashing a dream-warehouse on top of him. Rolling to get away from the crushing concrete and dust filling his lungs he crashed onto the floor.

Sitting there in the dark he sat there pushing away the urge to flee, the urge to fight back, the urge to crawl onto the ceiling and sequester himself away into a ball until he could forget about the torrential nightmares that plagued his mind.

Peter shuddered, ignoring the panic and pushed himself off from the chilled ground.

He should crawl back into bed and pretend to sleep until morning came. But even the idea of lying trapped beneath his blankets left his skin crawling. Grabbing the flannel blanket at the bottom of the bed, Peter wrapped it around his shoulders and made his way out of the room. The dark hallways were lit with a strip of light coming from the top of the ceiling. He couldn't hear the sounds of another person on this floor.

 _I guess Mr. Stark is still downstairs,_ Peter thought.

Coming out to the living room, Peter wandered over to the couch and sat, pulling the blanket tighter around himself. The room still felt as cold and unlivable as it did the first time he walked in here. Now the shadows heightened the feeling. Peter laid across the couch and curled into the corner of the soft cushions and stared at the unlit fireplace.

"FRIDAY?" he called softly.

 _"Yes, Mr. Parker?"_ the AI replied.

"Is Mr. Stark still awake?"

_"Yes. Would you like me to alert him to your state of wakefulness?"_

"No, no, no you- you don't need to do that. Could you- could you maybe turn on the fireplace?" he asked in a hesitant voice.

 _"Of course."_ The fireplace flickered to life, and the small blue flames turned into larger yellow ones. The light spilled across the floor lengthening the shadows. But the warmth made Peter smile. He loved fireplaces. He always wished he lived in a house with one.

The light reminded him he wasn't alone; trapped in a storage container, or crushed underneath tons of concrete and steel. Peter's eyes drooped as he watched the flames flicker back and forth. He'd only stay for a few minutes… and then he'd… he'd go back to bed…

His eyes shut and he drifted off to sleep before he could finish the thought.

**Notes for the Chapter:**

> Hey everyone, so sorry for the late update. February just kicked my butt. My birthday sucked, this chapter did not want to be written, I had a 10-page paper due and multiple tests to study for, and seasonal depression that hits every year without fail (this year is no exception) so... yeah. Life is kinda sucky right now... 
> 
> But on the bright side fanfiction exists and so does this story, and I still love it with all my heart and my poor babies need to get their shit together and be happy. But I know what I have planned and the eventual reveal is going to rock. Anyway... What did y'all think of the chapter? We have some pretty interesting moments in here. I spent too much time rewatching RDJ being Tony, to try to get his manner of speaking down. I think I did a decent job, but I'd love feedback. What stood out to you the most? What do you think might cause more problems later on? I love reading your comments! And just to let y'all know next chap is going to be Tony's POV, so that'll be fun. I love you all so very much! See you in two weeks!
> 
> *Edit: So I did a comic for this chapter after I got an amazing comment. I loved the idea so much! Go and check it out. 
> 
> https://icedaquarius31.tumblr.com/post/610906963581321216/i-did-this-in-an-hour-i-have-school-tomorrow


	7. Life's Incredible Again

**Summary for the Chapter:**

> Exposition and dialogue, just a lot of exposition and dialogue. And panic attacks.

**Notes for the Chapter:**

> I'm soooooo sorry this is late. But on the other hand, it's 15,000 words so hopefully, all is forgiven. Enjoy! I'll see you at the end of the chapter.

_The Avenger’s Compound – October 23, 2016_

Tony’s eyes drooped as he watched the screens cycle through raw data for the recent update to Rhodey’s braces. The last time his friend had been over he’d _said_ they were fine, but Tony was determined to make them flawless. He suppressed a yawn, as the data render read seventeen percent completion.

At this point, he was resisting sleep out of pure spite. Cho’s note had told both _him and Peter_ to go to bed early. And while Tony was fine with making the kid follow the Doctor’s orders, he wasn’t going to capitulate so easy on her telling _him_ what to do. He glanced over at the small clock on the screen and groaned when it read three-fifteen. He was getting the kid up at seven.

Reaching for his mug of coffee, he sneered when he found nothing but cold dregs. Fine, Tony figured, this was a good sign to call it a night. After all, he’d be driving the kid into the city tomorrow – today – he’d need sleep. He waved for the projections to shut down and instructed FRIDAY to turn off the lights and set his alarm for seven.

Rolling his shoulders to work out the crick in his neck he walked over to the elevator. Tony winced when he caught his reflection in the shiny metal doors. He was a mess. His clothes were wrinkled, and his hair had lost its product and was now a misshapen disaster. And the kid was right; the bags under his eyes _were_ big. It was a good thing he wore sunglass or an Iron Man suit when in public because at this rate he might have to pull out that makeup he kept stored in the bathroom. This just wasn’t presentable.

The first thing Tony wanted was a shower, though. He’d been in these clothes since six in the morning when an emergency Accords meeting was called.

The meeting, unfortunately, had been less of an emergency and more of a chance for Ross to bitch at him for not finding the Rouge Avengers. Tony didn’t give two fucks where they were (although he was ninety-eight percent certain they were in Wakanda). He had more important things to be doing, like gaining enough support to have an injunction filed against Ross, or learning how to salsa dance, or literally anything else but having the loud-mouthed idiot rant at him.

Tony ushered the thoughts away. Thinking about Ross right before bed was sure to give him nightmares.

The elevator doors slid open and Tony walked into his dark and empty living room.

Or at least, it was supposed to be.

The fireplace crackled away filling the room with warmth.

“FRIDAY, why-” Tony cut himself off when he saw a lump on the couch.

Peter rested on the couch, curled into a ball, covered with a blanket. A look of contentment replacing his normally expressive features. He looked young.

 _Really_ young.

“How long has the kid been out here, FRI?” Tony whispered.

 _“Mr. Parker woke about an hour ago. His vital signs indicated he experienced a night terror. He rolled out of his bed and landed on the ground. He stayed there for a minute until his heartbeat and breathing returned to normal. He made his way out here and requested I turn on the fireplace,”_ FRIDAY replied.

Tony frowned, looking at the kid peacefully sleeping away. Nightmares? “Why didn’t you tell me he woke up?”

FRIDAY hesitated, _“… he requested me not too.”_

Tony pressed his mouth into a frown and raised an eyebrow at where he knew FRIDAY’s camera would be. “Oh really, and tell me, who’s the one in charge here?”

_“You, boss.”_

“Exactly. And I’m responsible for the little sprout when he’s here. This means I need to know what’s going on, including nightmares,” Tony paused, “ _especially_ nightmares. I want to know if he has one again.”

 _“Yes, boss.”_ Tony rubbed a hand across his face. Even after a year, FRIDAY was still learning the ins and outs of what he needed. The AI could be startlingly intuitive at times, but she could forget the most basic of procedures at others. He missed JA-

Tony shook his head. No, he couldn’t afford to lose himself in wants and wishes. The past was the past. FRIDAY did a respectable job.

Tony allowed a soft smile to form when he saw the kid clutch at his blanket as he shifted in his sleep. Peter, when he wasn’t apologizing left right and center, was an intelligent, courageous, and enthusiastic kid. Truly a good person. He’d be the best kind of superhero once he had proper training, and maybe an ounce of self-preservation drilled into him.

Tony shook his head, the images of the plane crash flashing through his mind. Yep, the kid was a danger magnet alright. How did it end up Tony'sresponsibility to make sure the young hero survived in this crazy world?

It was concerning the kid was having nightmares though. But superheroing wasn’t a kind gig on the best of days; trauma was to be expected. Tony had enough of his own scars, literal and figurative, and nightmares to know that was true. But Peter was only fifteen… too young to have that weight on his shoulders.

Tony sighed, quietly creeping over to a chair with a decorative pillow. If the kid had already woken once from a nightmare, he’d need all the sleep he could get for the day’s activities. It would be too much of a hassle to wake him and send him back to his room, but Peter needed a pillow under his head, or he’d get a crick in his neck.

Taking the pillow, he slipped it gently under the kid’s head. He froze when Peter shifted for a moment and mumbled nonsensically, but he soon settled back down. Tony reached out a hand to brush away the curls from Peter’s forehead, before catching himself and snatching his hand away.

_Fuck._

Tony clenched his jaw. Turning on his heel he fled- no he didn’t, he… walked quickly from the room, and down the hall to his bedroom. On autopilot, he began getting undressed, walking into the bathroom, and stepping into the shower – turning the up the heat as far as it would go.

Tony replayed his actions over again in his mind. They were just so… _soft._

He couldn’t restrain an amused huff. Tony Stark _wasn’t_ soft. He was the exact opposite of soft. He was a risk-taking, immature, self-absorbed, genius, maniac. He wasn’t exactly known for being a kind or caring person.

 _‘You were kind and caring with Samuel,’_ whispered a voice. Tony shook his head of the thought. That was _years_ ago. Any kind of parental instinct had shriveled into dust the moment he realized he would never see his son again.

But this was exactly what he’d been afraid of. Ever since Samuel’s death, being around kids made Tony’s mind spiral. He’d compare every sunny smile or gravity-defying curl to his own child. Tony wasn’t blind; Peter was a dead ringer for Samuel, had his son been able to grow. Brown hair and eyes, dimples, and a gaze filled with curiosity and intelligence. Peter was even fifteen years old, his birthday a few days before Samuels’.

Yes, the two boys were similar. Even down to movie preferences.

Tony’s heart nearly stopped when Peter had brought up The Incredibles. Even after all these years, the smallest details could catch him off guard.

The movie had been Samuel’s favorite. Brad owed him a favor, so Tony got a copy of the film a month before it released in theatres. Sammy had been enthralled with the flashing lights, pretty colors, and beautiful music. When it was Tony’s turn to put his son to sleep, he’d sit at the piano and play the music from the movie slow and steady, until his _coniglietto’s_ eyes would close.

His son had asked to watch the movie instead of going to park that day, but Tony had promised Pepper he’d get the boy fresh air after a week-long thunderstorm…

It was good the shower water was hot enough to cause discomfort. Tony could blame his tears on the pain of the present, instead of the past.

Tony couldn’t stand any mention of the movie. When the Avengers (in a far simpler time; when they’d all been friends) instituted monthly movie nights for bonding, Tony walked out of the room when they’d shown him their superhero-themed list for one evening. The Incredibles featured first on the list. He’d locked himself in the lab on a three-day inventing binge; only leaving when Pepper threatened imminent death (and no sex for a week).

It was hard not to draw the connections, to search for pieces of resemblance wherever they might exist. Catching glimpses of his son in every child he came across was a past time Tony was familiar with. But, even with all the similarities, it was unfair for him to compare the two boys. Samuel was his dead son, and Peter was a super-powered kid who had his own family and life.

Tony hated his mind at times, it worked so fast one tiny thought could catapult him into a spiral impossible to escape. Especially at night, when the world wasn’t always vying for his attention. It was why he preferred to stay busy in his lab until he passed out from exhaustion.

Tony was aware of his actions boiling down to avoidance. He didn’t care. He locked the thoughts in his mind with a firm reminder while he was mentoring Peter, the kid didn’t need coddling or parenting, that was his aunt’s job.

Switching off the water he stepped out onto his heated floors, grabbing a towel off the wall. Wrapping it around his waist he continued with his usual grooming routine; he’d be too busy (and too tired) in the morning to even attempt it. Reminded of the morning, which was coming in a few hours, Tony groaned. 

“FRIDAY, do we have any food for breakfast?” Tony couldn’t remember the last time he had anything more than coffee for breakfast.

_“Unfortunately, no, boss. The groceries you ordered will not be delivered until ten. But I can have a breakfast order set to be delivered at seven-fifteen?”_

Tony nodded, “Good thinking baby girl. Waffles for me, with a side of bacon. And uh… a lot of food for the kid, make sure there’s fruit in there, so Cho doesn’t yell at me.”

_“I’ll make sure of it boss.”_

Tony nodded; cleaning off the last of the shaving cream from his chin, which was now sculpted with his usual goatee. He noticed, with a displeased glance, grey was showing in his hair. The past three months, ~~the past eight years~~ , seemed to have taken ten years off his life. He needed to make an appointment with his stylist. The holidays were coming up and the paparazzi would be looking for blood in the water. And grey hair would be a chum bucket for those sharks.

“Hey FRI, while you’re at it, make an appointment at Pratt’s Stylist Salon, sometime this week preferably. Make sure I get Chris, he’s the only one who does my roots right.”

_“Yes boss, would you also like me to book an appointment at your usual spa too.”_

Tony thought about it, “Do I have an in-person meeting in the next two weeks?” Haircare was necessary, the spa was… indulging; Tony would only agree to it if he _had_ to look prim and proper.

_“Yes, boss. Friday afternoon.”_

“Is it with someone I care about?”

_“It’s with the Vice President, sir.”_

Tony sighed, that meeting would try his patience for sure, but it was necessary if he wanted the support to kick Ross out of the Accords proceedings. “Ugh, finnnnne. Try to book them back to back.”

_“Of course, boss.”_

Tony nodded flipping off the lights, he padded into his room and crawled under the covers. Lying there for a moment he tried to remember the last time he willingly headed to bed before he passed out from exhaustion. 

… maybe, like, a week- no he was up last Saturday, so… Thursday…

Yeah, last Thursday.

Tony glanced at the empty right side of the bed, missing the warmth that had been absent for a long time. He hoped everything was going well with Pepper. He huffed. She was Pepper; she always had things under control. It was him that needed constant supervision and managing. God, he needed to sleep, he was entirely too self-deprecating when he was tired. He closed his eyes.

It was going to be a long night…

* * *

_The Avenger’s Compound - October 23, 2016_

Tony woke to his alarm cutting through a pleasant dream and resisted the urge to yell at the offending noise until it left him to settle back into the warm embrace of sleep. It was a familiar dream; he, Pepper, and Samuel all playing on the beach in Malibu, the house he and Pepper designed sitting in the background. He shook off the fading echoes of his hopeless imaginings. He couldn’t allow himself to linger; he locked the images tight in his Shit-He-Didn’t-Want-To-Deal-With box.

After changing into the clothes he pre-picked the night before, Tony slipped out of his bedroom. A glance at his watch saw the food would be delivered in a few minutes. He headed to the living room and saw Peter still resting peacefully on the couch.

Tony walked over and found himself hesitant to wake the kid. He’d had a busy day yesterday, and to wake with nightmares… Tony cringed, the horror stories his employees would talk about with their hard-to-wake teenagers standing out in his mind.

Not that Peter was his teenager or anything.

Gathering the resolve, he rested his hands on Peter’s shoulder and gently shook him, “Hey kid, up and at ‘em.” Peter flinched and Tony backed up as he watched the kid go from dead asleep to alert in a second.

Peter scrambled backward, his eyes wide and unseeing for a second. He whipped his head around the room before they landed on Tony in front of him. The panic receded, replaced with abashed realization.

“Oh, uh, good morning sir,” Peter mumbled, rubbing his neck.

Tony rolled his eyes, “Morning kid.” He should have been grateful Peter woke at the slight touch, but instead, he was more concerned. That was _not_ a reaction a kid should be having at being woken up. “Should I ask-”

“No!” Peter’s tone was panicky and embarrassed, a minor blush spread across his face as he realized he yelled. “Sorry,” he apologized, rubbing his eyes. “I just, uh, I didn’t know where I was for a minute. I kinda… overreacted.”

“It’s fine.” It really wasn’t, but Tony reminded himself it wasn’t his place to be concerned. “Food will be down in a minute, go wash up and get into workout clothes.” Tony paused, “Did you bring work out clothes?”

Peter looked down, twisting the blanket in his hands, “No, sir. Sorry.”

Tony waved a hand, desperately wishing Peter would stop apologizing, and calling him sir. “No problem spiderling, I’ll let you borrow some of mine. You have time for a shower before the food gets here if you’d like?”

Peter nodded, “Uh, yeah, thanks.” He hesitated as if he was going to say something before changing his mind. “I’ll just- yeah…” The boy grabbed his blanket and he scampered out of the room without looking anywhere but the ground. He bumped into the wall, but he continued walking as if he hadn’t.

Tony sighed.

He’d hoped they’d gotten over this yesterday. Peter finally seemed to be able to speak his mind around him, he’d even yelled at him during an argument. Tony didn’t appreciate the yelling, but it was a good sign Peter was loosening up. The boy seemed so tense around him. Obviously, a bit of that was the famous celebrity effect, but Tony was used to that. Another bit seemed to come from not trusting him after the Vulture incident, which… fair. But there was a lingering sense of… something. Tony couldn’t figure out.

Oh well, he thought, he’d have to keep working at it.

When the food arrived, Tony laid it out on the table. He grabbed the clothes for Peter and left them on the kid’s bed. Glancing at the empty closet he wondered if he should buy clothes for the kid for when he was here. Eh, he’d put it on FRIDAY’s to-do list. Better to have them and not need them and whatnot. 

By the time Peter arrived back in the kitchen, hair slicked back with water, Tony had already eaten half his waffles. He watched the kid shuffle back and forth, not sitting, just staring at the food as if it would bite him and not the other way around.

“You didn’t need to get this much food, I ate a lot last night,” mumbled Peter. “I don’t even know if I can eat all of this.”

“Then you’ll have leftovers,” responded Tony, grabbing a plate and filling it with food from the to-go containers. “You do know you _need_ to eat this much. This,” he gestured to the kitchen island filled with food, “should be your normal. Not a splurge, or a special occasion.”

“But I can’t afford-” started Peter.

“And that’s why I said I’ll take care of it,” insisted Tony.

“It’s not your responsibility, I can take care of myself.”

“I’m not gonna argue with a pipsqueak, sit,” he said placing the full plate of food on the counter. “Or you won’t have enough time to eat before we have to go.” Tony watched the boy shuffle over and began to eat.

“Listen, Peter,” he said, once the boy had food in his mouth, “It may not have been my responsibility before, but it is now. I’m making it my responsibility. As your _mentor,_ it’s my job to make sure you aren’t endangering yourself _or others_.” Tony reasoned if the boy wouldn’t accept his help for himself out of pride, he’d come at it from an angle of it affecting his duty as a hero.

Peter placed another bite of food in his mouth, still frowning but not saying anything back.

“Running around underfed and lacking nutrients is bound to get you in trouble, you could pass out in the middle of the street.” It was small, but Tony could see it a mile away. Peter flinched. “You already have.”

“I wasn’t in my suit,” the boy muttered through the food in his mouth.

Tony rolled his eyes, “Don’t talk with food in your mouth. It’s uncouth.” He watched Peter pointedly swallow his food, with a glare. ‘ _Teenagers,’_ thought Tony in annoyance.

“It doesn’t matter if it was in your suit or in the middle of your bedroom, you _passed out_. Do you realize how bad that is?” Peter remained silent; his brow furrowed looking at his plate. “Now, it’s not like I’m the paragon of healthy decision making, _really,_ I’m not. But are you gonna let your pride get in the way of your health or your powers?”

“…no,” Peter muttered.

“Thank you. I have the resources. Literally, more money than I know what to do with. Making sure you have enough food is easy. Besides you’re only fifteen, you still have growing to do. If you starve yourself you won’t be getting much taller,” Tony pointed out with a smirk. Peter pouted, but then a small look of mischief formed in his eyes.

“So… is that what happened to you?” the boy asked, with a tiny smirk.

Tony narrowed his eyes, suppressing the smile trying to breakthrough. “You’re a little shit, you know that right.”

Peter’s laugh filled the kitchen, and Tony felt something loosen in his chest. It was a good feeling.

* * *

_The Avenger’s Compound – The Gym – October 23, 2016_

“Morning boys, how did you sleep last night?” called Helen as soon as they entered the Compound’s state of the art training facility. Tony wore a pair of sunglasses to disguise the bags under his eyes, while Peter bounced in excitement.

“Good, thank you, Dr. Cho,” replied Peter. Tony narrowed his eyes; he knew the boy was lying, but he wasn’t giving off any usual signs of mistruth. Peter was well-practiced then. “How about you?”

Cho laughed, a large mug of coffee in hand, her smile was filled with the distinct manic edge of someone who hadn’t gotten any sleep. “Oh, my team and I were a little too busy last night for sleep but thank you for asking Peter.”

“Hypocrite,” coughed Tony under his breath.

“Would you like to take off your glasses and say that to my face, Dr. Stark?” Her smile was wide and sharp. 

“No.”

“Didn’t think so.” She turned her attention back to Peter. “Ignore us adults, we love to bicker. I figured we’d start with your sticking abilities first. You mentioned on the list you gave me you could stick to anything? Explain.”

Peter shuffled back and forth. “Well, I haven’t found anything I can’t stick to yet. But I can control if I stick or not. I mean, I couldn’t at first I’d randomly get stuck to door handles, or my phone, or pencils, and have to hold on for a while. But I stopped doing that, well, around the same time I started being Spider-Man.”

“Fascinating,” said Cho. “Why don’t you stretch yourself out and we’ll get started.” Two other men walked inside the gym. “Oh, and those two will be helping me out with the tests today.”

Tony glanced over at the other doctors who were chatting with themselves near the reinforced acrylic observation room. “Do they have the clearance-”

Helen waved him off, “They’ve signed every NDA and contract we have available for this situation. As did all the nurses yesterday” Tony grumbled, but couldn’t raise too much of a fuss if they’d signed. He needed to keep a better eye on who knew about Peter’s secrets. There was potential for leaks everywhere, and he was kicking himself for not realizing it sooner.

 _‘Relax,’_ said a voice, sounding suspiciously like Pepper. _‘You can’t hold yourself responsible for everything.’_

Hah, Tony thought. He could damn well try.

“Uh, how many people are going to know about my powers and who I am, because, I don’t- I don’t want it getting out,” stuttered Peter. The boy's eyes glanced back and forth as if he was searching for danger.

“Don’t worry Peter,” reassured Cho, “They wouldn’t tell a soul. I trust them. We’ll keep your data and identity limited.”

Peter narrowed his eyes at the two doctors in the background, and eventually finding something, he smiled tentatively back at Cho. “Alright, if you’re sure.”

He began stretching on the padded mats. Which is when Peter did something freaky. Lifting his leg above his head, he stood on one foot in the middle of the training room.

“You know,” the boy grunted, as Tony watched with growing horror and amazement. “My friend MJ, she’s been teaching me how to dance, and she’s got all these stretches you’re supposed to do.” He dropped his torso down and wrapped his arm around his leg that was keeping him upright. “But they stopped actually stretching me a while ago, so I went online and found gymnastics routines, and boy let me tell you, they can stretch. Hey Mr. Stark, watch this.” Tony watched as Peter dropped to the floor and into a split. He placed his forearms on the ground, his legs came together behind him and folded over his top half, splitting them again above his head.

“Crazy. Right, Mr. Stark?” Tony nodded his head but looked over to Cho who was watching in glee.

“Jesus Christ, are you trying to give me a heart attack.”

“Oh, sorry,” the kid’s tone was dejected, and it made Tony’s chest hurt. He wanted to kick himself, he needed the boy to stop apologizing for every little thing that wasn’t his fault. 

“Don’t apologize, it’s kinda cool. I just wasn’t expecting it.” As Peter continued to stretch Tony wondered where the kid's bones were, because it seemed as if they had all turned to mush.

“Alright, I’m good to go,” Peter exclaimed a few minutes later, jumping up from the position he had contorted himself into. 

“Great,” said Cho, “Now I want you to stick to the wall, only a few feet off the ground. My colleague is gonna use a micro-camera to look at your skin and hopefully, we’ll be able to see what happens to it when you stick to objects.”

Tony watched from the sidelines, as Cho and her minions requested Peter to do a variety of things from sticking upside down, to sticking through fabric. Peter could but when the fabric's thickness became too much, he couldn’t maintain it. Tony stayed silent the entire time watching the process.

While what they were doing was interesting, and he was certainly looking forward to applying all this knowledge into a second version of the kid’s suit (and updating the Iron-Spider version the kid didn’t know existed yet), he was more intrigued by the way Peter acted.

He was intelligent, extremely so, keeping up with almost all the terminology and theories Cho and her colleagues were discussing. And although he claimed he didn’t know _how_ his powers worked, he seemed familiar with the _theory_ of how they should. Peter knew more than he was telling them. But Tony couldn’t figure out _why_.

The kid was also more relaxed around the three doctors than he was with him. Every time Peter would glance over, even if he was smiling, he would stiffen up at the sight of the older man. Tony refused to let it get under his skin, after all, it had barely been more than a week since he’d been yelling at the kid telling him what an awful hero he was. Tony winced. Yeah, there was probably a good reason for why the kid seemed nervous around him. And yet…

“Alright, great job Peter.” Cho’s words brought Tony out of his ruminations. “We have enough data to keep us occupied for a while. Next up is your agility test. Dr. Stark designed these fantastic drones, and, well, I’ll let him tell you about it.”

“Thanks, Helen. Alright, kid, so here’s the deal, these things are designed to monitor your movements and track where you are and the places of where you will be in order to shoot you with lasers.” Peter’s eyes widened. “No, no kid, not real lasers; ones that when they hit you or the thing they’re supposed to be targeting it sends a signal back to the data collector, so we can see how many times you get hit. Totally painless, I promise.”

“Okay, so it’s basically a huge game of laser tag,” reasoned Peter.

Tony laughed, “Yeah, that’s a better description.”

“We’re going to be in the room over there.” Cho pointed to the observation room to the side of the gym. “There’s a two-way com system, so whenever you need something start talking and we’ll be able to hear you.”

“Sounds good to me,” said Peter.

A few minutes later every person in the observation room was sitting in stunned silence, as Peter practically danced across the room. Jumping, twisting, flipping and falling with grace and perfection in order to avoid every single laser.

Not one of them had hit.

“Blimey,” said one doctor – Chester, or Chase, or something Tony couldn’t remember – he had an Australian accent though. “What is this kid?”

“He’s a scientific goldmine,” breathed Cho in utter awe.

Tony was all for exploring new and amazing things, but Cho’s obsessive enthusiasm about Peter’s powers and their properties didn’t sit well with him. “He’s a teenager Dr. Cho, not a science experiment.” He allowed a little bit of harshness to enter his tone.

Cho looked abashed. “Of course, I didn’t mean to imply otherwise. He’s amazing. And this is coming from a person who’s met a literal god before. And he’s fifteen, right?”

“Yep.” Lordy, the kid was young, why the hell were they encouraging him again? Tony glanced out the window and watched as Peter preformed a triple handspring, then jumping and climbing onto the wall and up onto the ceiling to avoid a laser.

Oh, right, that’s why.

“Goodness, that’s only a few years older than Amadeus,” she commented, dragging him out of his own thoughts. She shuddered for a moment. “I can’t imagine letting _him_ do the things Peter does.”

Tony nodded, “He’s stubborn, and won’t listen to anyone telling him no. And with his powers, who could stop him? The best thing for us to do is help and monitor him the best we can.” He paused, “How are your kids by the way?”

Cho smiled, “Doing well, thanks for asking. Maddy lost her first tooth. And Amadeus has a piano recital at the end of November.”

“How are they coping with the move?”

“Amadeus misses his friends in Arizona, but Maddy seems to be liking things. And Phil loves his commute, it’s a fifteen-minute walk from the apartment. Plus traveling to the lab in Seoul got tiring after a while. It's nice to live and work in the same country again. ” Cho didn’t often talk about her family. She was dedicated to her work, but Tony had known her long enough that she loved them dearly.

“That’s good, let me know if you need anything, extra time off or whatnot.” Tony was excited when Helen accepted his offer to work for him full time at the Compound. After what had happened during the Ultron incident, he wasn’t sure if she’d ever want to interact with him again. But she had been forgiving. State of the art laboratories and bottomless funding tended to have that effect. He wanted to stay on her good side, especially after losing so many former members of the team.

She smiled, “Thank you, Tony.”

Tony pressed the button to activate the comms system. “How are you doing out there?” 

_“Great, Mr. Stark. This is so much fun. What level are these on, like am playing on super easy, or is this hard? Can it go higher? Because I haven’t been hit yet.”_

“We can make it harder kid.” Tony cranked the settings as far as they would go, with the push of a button.

 _“Oh, shit.”_ That ceased any talking from Peter as his movements began to continuously flow faster and faster until he was nothing more than a blurring pinball as he moved across the room. They watched him for another few minutes before he finally got hit. Another minute or two passed before Peter couldn’t keep up with the lasers anymore and called for them to stop. He landed in front of the room’s viewing window with labored breath but a large smile on his face.

_“Oh my gosh, that was so freaking awesome. I mean so much cooler than anything Ned and I ever did when we were testing out my powers. But that’s like we were doing it in a junkyard with like, sticks and stones and Star Wars references and not in a fancy training facility, and should I have gone faster, because I didn’t think I could, but I was doing well there for a minute, but-”_

“Peter, you did great,” said Cho finally opening the comms on their side. “Why don’t you go sit for a minute or two and catch your breath. Unless you want to be done for the day.”

Peter shook his head. _“Uh, no way. I’m feeling awesome.”_ He paused and breathed deeply for a moment. _“But, yeah a break for a minute would be great.”_ The kid wandered over to a bench and slumped down on it.

Cho turned to Tony, “Go grab him water or something. We’re gonna look over the data for a while and let him cool off. Then we’ll test speed and strength.” 

Tony nodded, getting out of his seat and walking out of the room. He walked over to Peter who was still breathing hard on the bench. Even pumped on adrenaline Tony could still see the minute flinch the boy couldn’t suppress when he saw him.

“How are you doing spiderling?” he asked.

“Great, Mr. Stark. That was awesome.” The boy still sounded winded, but he was taking longer and deeper breaths. “I wanted to beat the level; do they need me to do it again? I… I might need a minute, but I’ll be good to go after, I swear.”

Tony chuckled, “Kid you were on the highest level. That programing isn’t designed to be beaten. It’s designed to go until you can’t anymore. The only person who’s ever gone that high was Romanoff, and she only lasted thirty seconds before it tagged her.”

“Oh… really?”

“Yes, really.”

“Cool. Maybe that’s why my legs feel like jelly?”

“Probably. Want water?”

“Yes, please.” Tony smiled at the exhausted tone and walked over to the side of the room where a fridge was stocked with chilled water bottles. He tossed one over without a second thought and winced, fully prepared for it to hit the kid when he didn’t-

Peter shot his hand out and caught it without looking at the bottle.

What the-

“Peter?”

“Yeah, Mr. Stark?”

“How did you catch the bottle?”

Peter pushed himself off the ground and unscrewed the lid, taking a long sip. “I don’t know. I just caught it.”

“You didn’t see me throw it?”

“No, but I didn’t need to. I have my Spidey-sense. That’s where I knew where all the lasers were.” He took another sip.

Tony sighed, of course when he wanted the kid to be talking his head off, he decided to remain sparse. “And what on earth is a Spidey-sense?”

Peter raised an eyebrow before smiling, “Oh, yeah I didn’t tell you about that. My Spidey-sense… well it’s kinda hard to explain. It does a lot of different things, it’s hard to tell. It’s kinda like… heightened awareness? I can tell when I’m in danger, like if I'm gonna get hit or if something's coming at me. It works really well if I have my eyes closed. I get this… tingle on the back of my neck, although sometimes it’s through my whole body.”

Tony was fully aware his mouth had dropped open. “How?”

Peter shrugged, “I don’t know. It appeared with the rest of my powers.”

 _“I may have-”_ started Cho through the speaker. It cut off, and she walked out of the observation room.

“I may have an explanation for that. I noted it when you gave me the list of your powers. My team and I did research on spider biology and physiology last night.” Cho’s eyes sparkled with glee; she took a sip from her large coffee mug.

“So, here’s the thing, spiders have pretty great eyesight. Most species have more than one set of eyes, they can see all sorts of things humans can’t, hence your actual night vision, which should be impossible for a human cornea, but I digress.

“However, they are small so that means they can still only see what they can get their eyes on, so they have another method of detecting changes in their environment.” She paused and took another sip of her coffee; her movements and speech became more excited and erratic. 

“Spiders have microfilaments on their bodies, basically tiny little hairs that sense the vibrations in the air. They can figure out if something is approaching them and react without having to see it. Now if you take this and scale it to human size, with the speed our nervous system works at, and voilà… you have your own-” she fumbled around for the word, “Spidey-sense. And you used it to figure out where the lasers were. That’s fantastic! Not only can you detect movement from physical objects, but the idea or presence of danger itself. I have no clue how, but damn I want to find out!” She took another sip of her coffee.

“Helen, how many cups have you had?” Tony asked in concern.

She scoffed, “You have no room to talk Stark.”

“I’m just concerned.”

“Don’t be concerned; I’m not.”

“You need to eventually sleep.”

“I don’t need sleep, I need answers. And science.”

“Bazinga,” murmured Peter.

Cho pointed at him with a grin, “The kid is cultured.”

“He called Star Wars old,” Tony complained, he still remembered going to see A New Hope with Jarvis when he was six. If the movie was old, Tony was old. And Tony wasn’t old.

“That’s because it is,” said Peter. “This is off-topic, aren’t we supposed to be discussing my powers?”

Cho took another sip of coffee.

“Addict,” Tony hissed.

“Pot, kettle,” she returned.

“ANYWAY,” interrupted Peter, “I knew the microfilament danger detection thing about spiders, but I never applied it in conjunction with my own powers. That is so cool.” He paused, “But... it doesn’t explain the other times I can feel it go off. It's kinda like… varies, depending on the situation. So, like, it’s blaring when I’m in real danger, like the time Captain America dropped the airport thing on me.” Cho’s head whipped around, and she leveled a glare at Tony that could rival Peppers’.

“We’re gonna talk about that later, Stark,” she said with a disapproving glare. Tony grimaced, he was already getting enough flack for dragging the kid into that shit show. He didn’t need it from Helen too.

“But like, sometimes, it’s for other things like…” Peter trailed off, and a series of emotions flickered over his face. Tony caught pain, and guilt, and even disdain, but it eventually settled on a confused sort of embarrassment.

“A couple of weeks ago my friends were talking to each other about me. MJ and Liz, you know, Toomes’ daughter. Anyway, MJ was talking about how it was lucky she’d convinced Liz to invite me and Ned to her party; we were at the party at this point. And Liz was being kinda dismissive to her and saying how she would have invited us eventually. She invited me to see her friends… never met them because she had to leave to see what was being broken. I said it was weird, and asked MJ what they were talking about because I thought Liz and MJ were friends, and MJ kind stomped off all mad, and- Hey, Mr. Stark why are you laughing? Are you laughing at me?”

Tony was indeed laughing at Peter, but in his defense so was Cho.

“No, no kid, we’re not laughing at you,” he lied. The kid was so smart, but at the same time, so oblivious. Tony reigned in his laughter and straightened himself out. “Continue kid.”

Peter frowned, “Uh, sure, anyway stuff like that happens, or other things when I’m not in danger at all, but I still feel it go off. It kinda… tingles the back of my neck. Which I assume is the hairs there sensing things? But there’s like… I don’t know different levels of intensity and some situations… _feel_ different. I don’t know if I’m explaining this right.”

Cho shook her head, “No, no, I get it. I think, and mind you this is without any experimenting or tests, but _I think_ what you’re picking up on is pheromones.”

“Pheromones?” asked Peter.

“Yes, they’re chemical secretions we give off. Humans, compared to most other animals, have a sucky sense of smell. We don’t pick up on half the clues we give each other when it comes to our emotions. Sense of smell is extremely important for most animals, and while ours works well for the purposes it needs to, yours is enhanced, or at least I think it is if your other senses are anything to go off of.

“You’re probably smelling the emotions in the air; your brain is interpreting it as a danger or potential threat and so your Spidey-sense goes off. You aren’t recognizing the scent itself, or maybe you are and you’re not realizing it, but your brain can tell what it is and tell your body to respond. It’s essentially a heightened form of empathy. I think.” Cho took another sip of her coffee, while Peter sat silent for a moment.

“…Yeaahhh,” he drawled slowly, “I think that makes sense. So why would MJ and Liz talking make it go off then?” 

Cho scoffed, and turned to Tony, “You don’t pay me enough to answer that question.” She turned and headed back to the observation room.

Peter turned to Tony with a confused look on his face, the older man shook his head. “I’ll explain it to you later kid.” He paused remembering earlier when Peter had looked at the other doctors and deemed them suitable for knowing his secret without even talking to them. “Is the pheromone empathy thing what you did earlier with Cho’s minions.”

Peter nodded, “Yeah, I could tell they were… good... that’s not the word, but safe? I guess. I know they aren’t a danger to me.”

“Damn, kid that must be a useful power to have.” Tony could imagine all the ways he could use a power like that on a day to day basis. With all the people he came across who probably wanted to harm him, he’d be feeling the sense all the time.

Peter titled his head. “Kinda, I guess. Feels like intense anxiety most of the time, to be honest.”

“Are you sure you don’t want to take a break kid. I think the science geeks in there have enough data to keep them occupied.” 

“I’m good to go on.”

Tony frowned, “The last thing you need to do is reinjure yourself.”

Peter shook his head, “I’m fine actually. Everything’s healed. Dr. Cho said my body prioritizes my injuries. The reason I still had bruises and cuts were that my powers were healing everything on the inside first. Now they’re healed, I’m good.” He stretched, tossing the empty water bottle into a trashcan ten feet to his left without looking.

“Besides,” he carried on, “The tingling feeling under my skin is going away. I think I’m finally burning off all the excess energy I haven’t been using since I’ve been essentially grounded.”

“Alright,” said Tony. And really, what else could he say?

Tony walked Peter over to the treadmill and one of the doctors came out and hooked him to a variety of implements to track his data.

 _“Start off slow and we’ll increase the speed until you can’t go anymore,”_ said Cho from inside the observation room. Peter gave a thumbs up and began to jog. Tony followed the doctor back to the encased room. Cho turned to Tony and smiled.

“He’s one of the most intelligent and enthusiastic teenagers I’ve ever met, one of the most physically enhanced people on the planet, and has powers I can’t even begin to scientifically explain, and-”

“And he’s still totally clueless,” Tony chuckled. “Yeah, I know.” They watched as Peter began to pass record after record set by normal humans. Once he passed twenty-two miles per hour, Cho reached down and pressed the button.

“Alright Peter we’re picking up the speed if it’s too much tell us, and we’ll slow it down.”

 _“Okay, sounds good to me. This is kinda fun.”_ Mid stride he did a flip and landed back on the treadmill without blinking.

“No fancy footwork, kid. We’re tracking your data, not your need to show off,” snarked Tony.

_“Hey, I’m not the one flying around in a red and gold suit of armor.”_

Tony rolled his eyes, “Like your cotton candy pajamas were any less eye-catching.”

_“I had to work with what was available, I’m a broke high school kid. What’s your excuse?”_

“Cut the chatter boys,” reprimanded Cho. “Peter focus.” She took her finger off the button. “He likes to talk a lot doesn’t he.”

Tony chuckled, “You have no idea. He was like this on the field too. He likes to commentate.”

“It’s kinda cute. It makes it easier to remember he’s a kid.” Tony nodded but didn’t entirely agree. Everything about Peter served to remind Tony of how young he was. From his big bright eyes to his youthful energy, to his obliviousness when it came to girls. Tony was fully aware of how young Peter was. And yet he was so determined to throw himself into mortal danger at every turn. The kid got it in his head he was responsible for the safety of everyone around him. How?

“Dr. Cho,” said the doctor with the accent, “should we continue to increase the speed?” 

Helen frowned, “Is he not tiring?”

“The opposite, it’s like the longer he runs the easier it gets. Adrenaline may be kicking in but he’s inching on the fifty miles on fifty miles an hour and his data hasn’t changed.”

Helen pressed a button on the console, “How are you doing out there, Peter?”

_“This is great, but uh… I could be going faster. I mean, I’m totally okay if this is good for you, but-”_

“No thank you, Peter, we’ll increase the speed more.” She took her hand off the button and turned to her minions. “Increase the speed by five miles every fifteen seconds, we’ll find his limit eventually.”

They watched in silence for a few more minutes as the treadmill began to spin faster and faster. Eventually, Peter’s easy stride disappeared, and his form grew tighter as he concentrated on maintaining his speed. As the numbers rose, so did Tony’s eyebrows.

“Lordy, this is insane.”

“He’s going faster than Rogers’ top speed. And this is _without_ proper nutrition,” Helen’s voice was of unrestrained glee. She reached for the button again, “Everything good, Peter?”

 _“Uh… yeah… I’m *huff* I’m fine.”_ He smiled in determination, leaning into the run. _“Kick it… kick it up more if you want,”_ he grunted.

“Dr. Cho, the machine maxes out at two hundred miles, the boy is closing in on one-seventy.”

“If he says he can keep up, we’ll let him. If he maxes it out, we’ll keep him at a sustained speed until he can’t.”

Peter did max out the machine and continued to run at two hundred miles for another thirty seconds until the machine monitoring his vitals beeped.

“He’s not getting enough oxygen,” said the doctor without the accent. 

Cho pushed the button, “Hey Peter we’re slowing it down, looks like we found your limit.” She turned to Tony. “He can go faster than this.”

“Yeah, but not today,” he reminded her.

She sighed, “Yeah, not today. You’ll start working on a better machine?” she asked hopefully.

Tony chuckled, “I have a few ideas.” 

The machine quickly slowed, and when it was safe, Peter jumped off. Tumbling to his knees, panting heavily. Tony’s chest twinged; the kid looked exhausted, surly they had pushed him too much-

Peter glanced up grinning a full-blown smile. “That *huff* that was… GREAT! Give me… uh, *huff* give me a minute.” He rolled over and spread himself out on the floor, his chest heaving, but the smile never left his face.

The observation room was overtaken with stunned silence.

Cho reached down and grabbed her coffee. She stared at her computer screen in contemplation.

Tony pushed himself out of his chair, “I’m gonna make sure he’s alright.” He needed to leave the continuous stunned silence of the observation room. Cho waved him off.

He walked over and stood above Peter.

“So, I’m guessing you’re having fun?” he asked.

“Y-yeah *huff* wow… howfastwasIgoing…” Peter slurred.

“Two hundred miles for over forty-five seconds. Cho thinks you can go faster.”

“I- I mean *huff* I can _try._ But… can I like, *huff*, get a few minutes to rest?”

Tony laughed, “Kid you maxed out the machine. I’d have to make a new one before you could try.”

“Oh… okay.”

“You want more water?”

“Yes please.”

They took a longer break than a few minutes. Cho dragged them to the cafeteria while she sent her minions, to go add the data into the workup they had for Peter. Cho took the time to explain what they’d found out about Peter’s food requirements.

“I’m projecting you need to eat a base of ten thousand calories a day,” she said, once they were seated at a table in the almost empty cafeteria. 

“ _Ten thousand?”_ repeated Peter, looking at his two sandwiches and large fries. Tony was equally as shocked.

Cho nodded, “More actually considering your activities. I would estimate you need to eat around twenty to twenty-two thousand calories on days when you’re patrolling. This is presuming three to four hours of intense physical exertion.”

“I don’t have enough time in the day to eat that much food,” complained Peter.

“I figured it might end up being a problem. I’ve already contacted a few nutritionists and have begun to design a recipe for tablets or food bars which could supplement a good majority of those calories. But,” she tapped her tablet screen, “you indicated on your forms you _don’t_ eat at every meal?” Cho’s eyebrow was raised with a haughty look of disapproval.

“I get… busy,” admitted Peter.

“Yeah, well you need to get a whole less busy, and remember to eat breakfast, lunch, and dinner, with adequate snacks between the three.” Peter nodded, but Tony noticed him frown. He was obviously nervous about his food intake. Tony already had ideas on how to fix it, but those plans needed to be pushed forward a bit.

After their early lunch, they headed back to the gym to test Peter’s strength.

The gym, as with everything in the compound, was equipped with the best money could buy. For non-enhanced individuals, it meant a variety of normal weights and lifting machines. But when it came time to test enhanced strength that’s where the Lifter machine came into play.

The Lifter was a mechanized giant capable of exerting over fifty thousand pounds of force. Thor had compared it to lifting a bilgesnipe with one hand, but Tony had been continuously improving it since the god had left. Steve used it in training but the highest he’d ever gotten was seven hundred pounds before tapping out. Although Tony was sure than man could lift more in a real emergency.

There were two ways to use it, one was a continuous pressure which was exerted upon whoever was holding up the weight. The other allowed the person to push back against the force to lift it.

They would be using the first setting to test Peter.

“Are you sure you’ll be fine kid?” he asked again, once the doctors had the machine hooked up to their computers.

“Yeah, Mr. Stark.”

 _“Alright Peter, stand on the designated pad,”_ directed Cho from the observation room. Tony gave the kid a thumbs up, and walked back to the glass-encased zone, wanting to watch the kid’s numbers. He was sure the kid was stronger than Rogers. The videos he’d found online proved that; what Tony wanted to know was _how much_ stronger he was.

“Alright Peter, same as before, we’re going to start you off light, and slowly increase the weight. Do NOT try to take on more than you can handle. You’ve already given us plenty of data to work with today if you need to stop. Tell us to stop.” Cho took her finger off the button and looked at Tony.

“Airport thing?” she asked with a glare. 

Tony waved her off. “He was fine.”

“How much did it weigh?”

“I don’t know.”

“Fine, we’ll start him off at two hundred and increase from there.”

There wasn’t much to hold their attention this time. Peter stood there holding his hands above his head as the weight of the machine slowly bore down on him. But it quickly turned interesting when he passed by Roger’s seven-hundred-pound weight limit with nary a bead of sweat on his face.

“How are you doing kid,” Tony asked, as soon as Peter hit the one-thousand-pound range.

 _“I’m fine. Is it going to get heavy soon?”_ Tony looked to Cho and she gestured to the other doctor, Fankhauser or Foreman or something; he pressed the button which increased the weight by another thousand pounds.

Peter’s arms didn’t shake.

“How strong do you think you are Peter?” Cho asked cautiously, indicating for the doctor to press the button again.

_“I don’t know, I mean I can stop cars driving forty miles an hour, and I held up the airport conveyor thing in Germany, and… Mr. Stark how heavy was the Staten Ferry?”_

“You didn’t lift the Ferry kid,” Peter titled his head, acting as if he was bored. He was holding up five thousand pounds of weight.

 _“Yeah, but I did hold it together until you came and fixed it. Oh! How heavy is an elevator shaft? I stopped that from falling for a few minutes.”_ Tony watched the doctor with the accent silently whisper a ‘what the fuck’ to himself. Tony couldn’t help but agree.

“Don’t know that either kid,” he took his hand off the button. “I think we should be adding on the weight faster, the lower thousands are getting us nothing.”

“All his vital signs are holding steady,” said Cho. “Increase it again, by five thousand.” This time Peter let out a little grunt.

 _“Now I’m feeling it,”_ he called. _“Keep it coming. I can take it.”_

“Peter, I told you not to stress yourself,” reprimanded Cho. “I will not have you straining anything again after you re-healed.” They added another five thousand pounds. Now Peter’s total was over sixteen thousand, and Tony could see the shake in the boy’s arms and legs.

“What kind of spider bite does this to a person?” he muttered.

“I don’t know,” said Cho breathlessly. “But I _really_ want to find out.” She turned to Doctor Foreman. “Slowly add more weight, we’re nearing his limit.” The weight meter slowly increased adding a hundred pounds every few seconds. The numbers flipped to eighteen thousand, and Peter let out a cry.

“Okay, Peter that’s it. Calling it off,” said Cho. 

_“NO! I can take more.”_ The weight increased once more, and Peter’s legs gave out from underneath him and he fell to his knees.

That pissed Tony off.

“She said NO, Parker! We’re turning the damn machine off now,” Tony didn’t like to use this tone of voice often, but he wasn’t going to sit there and let the kid willingly hurt himself. The doctors pressed a few buttons, and the machine whirred off. Peter dropped to the ground with a groan.

Tony fumed; the boy was an absolute idiot. They should have realized he would try to take on more than he could handle. After all, it’s what he had done dealing with Toomes and look how well that had turned out.

“Testing is over with for today. He’ll be back in a couple of weeks if you need to run any more,” Tony gritted out.

The two male doctors left quickly, but Cho hesitated by the door.

“Don’t be too harsh on him,” she asked.

“I’ll call you later,” he said in lieu of a response. She left, and Tony took a moment to center himself.

 _‘Remember, you are dealing with a teenager. They don’t know their own limits. Especially superpowered ones who think they’re invincible.’_ With another deep breath, Tony strode out of the observation room and walked over to the Lifter. Peter was still laid out on the ground breathing heavily.

“What was that Parker?” Tony was trying to keep his tone steady, but he couldn’t help but let a bit of anger leech into it.

“I could have kept going,” Peter said, his breathing labored hard and uneven. “I hadn’t reached my limit yet.”

“You were holding up over eighteen thousand pounds, kid; I think your limit was pretty well reached. If you had dropped that, it _would have crushed you_.” Tony couldn’t imagine seeing the kid flattened like a pancake. He’d been inches from death, and he was trying to tell Tony he had been _fine_? “When you’re told to stop you need to stop. What if this had been a mission in the field and you disobeyed an order?”

“Well I’m not an Avenger, am I?” snarked Peter in a tight voice, “I don’t take orders from you.”

“You’re trying to pick a fight, aren’t you?” Tony gritted.

“No! I don’t see why it was such a big deal. I said I could keep going, and I could have!” Peter pushed himself off the ground, and despite the shakiness of his legs he managed to walk over to Tony.

“You don’t know that!” Tony finally yelled, the boy’s utter obstinateness pushing him to his limit. This was why he shouldn’t be around kids; he could never keep his temper.

“YES, I DO!” shouted Peter back. Tony finally realized the boy’s eyes were huge and unseeing, his breath was shaky.

Peter was having a panic attack.

“Yes, I do,” the boy muttered again. Tony watched in almost slow motion as the boy quickly unraveled, his hands were placed over his ears, and his breathing became more erratic. Peter dropped to his knees and shut his eyes, trying to block out as much of the sensory input as possible.

Tony’s anger faded and replaced itself with concern for the child in front of him. Had he done this by yelling at Peter? 

“Shit, kid, hey, underoos,” Tony dropped to Peter’s side. He hesitated to place a hand on the boy’s shoulder to try to calm him. Tony was familiar with his panic attacks, but not someone else’s. Some people you could touch, some you couldn’t, and if Peter reacted violently… well, Tony saw the beginnings of the boy’s power today. And he didn’t know how he would fare if the boy acted out in his panic.

Peter let out a cry of pain, and began murmuring cries asking for help, and that he was stuck. Every sound was a barbed lance into Tony’s chest. The boy wasn’t just having a panic attack, he was having a flashback.

“Please, please, I’m down here. I’m stuck. I can’t move!” Peter’s eyes were screwed shut, but even if they had been open, Tony didn’t think they would have seen anything other than whatever horrors Peter was reliving in his mind.

Getting over his reservations he placed his hand on the boy's shoulders and gently shook him, talking all the while.

“Spiderling, hey, listen you’re not there, you’re here. You need to breathe kiddo, whatever it is you need to breathe, you need to calm yourself down.” The boy closed his eyes tighter and wrapped his arms around himself, still muttering the same cries of helplessness and desperation. Tony was out of his depth. Who thought it would be a good idea to leave him in charge of a kid? Oh right, him, that’s who. He was an idiot.

“Mis’ser Stark,” the boy finally mumbled, Peter’s voice was laced with panic and confusion; he wasn’t out of the flashback yet.

“Yeah kid, it’s me. Wherever you are, you’re not there, you’re here in the compound, with Cho and her minions, and me and FRIDAY.”

“No… no… you’re not here. I’m all alone. I’m stuck.” 

Tony didn’t know where the boy was, but he knew he had to draw him out of there. “You’re not stuck Peter, you’re sitting on the ground of the training room. I’m here.”

“No, no, no.”

Damnit, Tony needed to get through to the boy, to ground him to the here and now, and not whatever nightmare scenario the boy was stuck in. Then he remembered the kid’s enhanced hearing.

“Peter if I wasn’t here, would you be able to hear my heartbeat? Come on kid, use those ears, you can hear me.” Tony shifted his hands from the kid’s shoulders and gently unwrapped Peter’s arms from around himself. Peter gave no resistance, still asking for help from wherever he was trapped in a weak and broken voice. Tony took the boy’s hand and placed it on his chest.

“See you can hear it and _feel_ it. I’m right here. You’re safe.” He watched, slowly, as Peter’s breathing evened out, and as his eyes, bloodshot and a little blurry, worked open. 

“…Mr. Stark?” Peter’s voice was slow and stilted.

“Yeah Peter, it’s me.” The boy hummed and leaned closer, resting his forehead on Tony’s chest. Tony felt his throat close at the gesture. He was exhausted, and he wasn’t even the one who’d been panicking.

“I had a panic attack, didn’t I?” Peter asked in a small voice.

Tony tilted his head. “Yeah you did, and a flashback.” Peter let out a whimper, and Tony felt his chest clench. Damn. He was not meant for this messy feely stuff. But looking at the young hero, just a kid, he knew he couldn’t turn away from him now. He guided Peter’s arms until they were wrapped around Tony’s chest.

“It’s okay kid,” he reassured, patting the kid’s back. He couldn’t remember the last time he gave a person a hug. “It’s over now. I’m sorry for yelling at you.”

It seemed Peter finally realized what Tony was doing and settled into the hug. “I’m fine Mr. Stark, I’m sorry for yelling back, and not listening.” They both stayed there on the floor for a few more seconds before Peter pulled away.

“Panic attacks suck,” he muttered, using the back of his hand to wipe at his nose.

“Yeah, they do,” Tony remembered the first time he had one after New York. Looking back on it now, he marveled he’d gone so long without one. “Have you had a flashback before?”

Peter shook his head, his face blank and features numb. Tony didn’t like Peter’s unresponsiveness. It was like looking at a doll whose strings had all been cut.

“Can I go take a shower?” The question came out of the blue.

“Are you sure?”

Peter nodded. “Yeah, I feel gross and I stink.”

Tony nodded, “I know the feeling underoos.” He knew Peter was trying to avoid the elephant in the room. But asking about it now might cause the boy to relapse and Tony wanted to avoid that. He pushed himself off the floor, groaning at the ache in his knees. He offered a hand to Peter, still sitting on the ground. Peter took it, with only the slightest hesitation. Tony sighed internally. It looked like they still had a ways to go before Peter would trust him.

They walked in silence back to Tony’s quarters. He had so many thoughts running through his head, but he didn’t even know where to begin. He looked at the kid, who was still blank-faced and barely lifting his feet to walk through the corridors. When the elevator delivered them to Tony’s floor, Peter headed off towards his bedroom, without a word.

Tony slumped onto the couch.

Well…

That had been a disaster.

He couldn’t believe it had been a few hours ago when he’d promised himself, he wouldn’t get emotionally wrapped up with the kid. Because that plan had been nicely shot to hell.

 _“Boss you have an incoming call from Helen Cho. Should I tell her you are unavailable?”_ Tony sighed; his work was never done.

“No, baby girl, send it to my office.”

 _“Yes, boss.”_ Tony pushed himself off the couch and walked over to his office. The sound of Peter’s shower came from an open bedroom door.

He closed the office door and locked it.

“FRI, alert me if Peter needs anything, but don’t let him in.”

_“Yes, boss.”_

He walked over to his desk, his holograph screen lighting up. He pressed the call button, and Cho’s face appeared.

“I said I would call you Helen,” he said, his voice flat.

“I was monitoring the training room. You didn’t leave for a while.” She looked down and twiddled with something in her hand. “You didn’t go too hard on him, did you?”

“I didn’t know you cared?”

She scoffed, “Of course I do, and so do you. The kid’s special. Don’t you dare pretend to be all unfeeling and cold with me. I know you better than that now.” She did too. Cho had watched him break down by Rhodey’s bedside, petrified that this was it; he’d finally screwed up so bad that he’d lost his best friend. And she’d seen him in the weeks of recovery after Siberia, having reconstructed his chest after the damage from the shield had triggered a heart attack.

Tony sighed, “I fucked up, okay? Is that what you want to hear? I didn’t pay attention, I yelled at him, and I triggered a panic attack and flashback. Fuck!” he yelled, his hands shaking from stress. “What kind of kid even goes through that sort of shit?”

“One who’s probably been through a lot. Tony, he completely healed in a week, from injuries that would have killed any other person, and he won’t even have scars. Can you imagine what else he’s gone through that hasn’t left a mark?” She shook her head. “He’s young, but that doesn’t mean he isn’t damaged. But you can’t treat him as if he’s going to break; teens hate that.” Her beleaguered smile spoke of experience.

“Yeah, I think I’m figuring that out. I… I don’t even know where to begin. I feel as if I should ask him about the flashback. I mean… he sounded like he was in pain, and was stuck, and couldn’t get out; he was there, wherever it was, it was _real_. That’s… not good. But I’m not…” he waved his hands, “… the _best_ person to talk with when it comes to this stuff.” 

Cho huffed out a laugh, “You’re more capable than you think, Tony. And if there’s anyone that can help him get through this it would be you. You can’t jump straight into it though; you need to let him trust you and come to you.”

“He flinches every time he looks at me.”

She lifted an eyebrow. “Oh, so I wasn’t the only one seeing that.”

“No.”

“Well, you’ll have to work at it. You’ve only known the kid a few months. And barely interacted with him for most of it. Give him time, and he’ll see he can trust you.” She took a sip from her mug.

“Helen, I swear if that’s coffee…”

She rolled her eyes, “Calm down, it’s decaf. I wanted to talk to you before I crashed. Surprisingly, I didn’t call to check on the kid’s mental state. Peter should be dead.”

The sentence was grim. And it made Tony shudder with every ghastly connotation.

“What?”

“That spider bite should have killed him,” Cho shook her head in amazement, leaning back in her chair. “The _things_ it did to his body. It would take me hours to explain it all. There is no way he should be alive.”

“So how _is_ he alive?”

“I think his body was already prepped for it.”

Silence. “… _what?_ ”

“Yeah, I know that was my reaction too. But the more I thought about it, the more it made sense. His proteins told me everything I needed to know. They were already infused with the structural support necessary to uphold the changes made by the bite. I can tell what’s old and what’s new. There is a lot of new stuff, but it slits right into the old stuff as if it belonged there from the beginning.”

Tony leaned back in his chair. “Like when he was born?”

Cho scrunched her nose, “I don’t know about that. I’d have to do more research. At least before he hit puberty. Probably early childhood. He grew up right along with the support embedded. And when he was bit… it was a perfect match. If anyone else had been bit, they would have died.”

“So Norman is up to some shady shit, doesn’t surprise me. Is there any connection between the company and Peter’s family?”

Cho shrugged. "I’m a science person. I leave the dubiously moral researching methods to you. But I think Peter knows about whatever happened to him. He was lying when he said he hadn’t been experimented on.”

Tony scoffed, “You picked up on that too, huh? Kid’s got a terrible poker face.” The day before when Peter had been telling them his story Tony noted multiple times where the kid skirted the truth. He was certainly good at it. But when it came to a bald-faced lie – the experimentation – Peter had gotten stuck and had revealed far more than intended.

“I’m going to do whatever I can on my side of things, and I know you’re going to go into research mode if you already haven’t. But I think Peter opening up will be the fastest way to figure out how and why he’s like this.”

Tony shook his head. “That’s going to be difficult. The boy’s stubborn.”

“So are you. Two peas in a pod if I ever saw some. I’ll let you know if I find anything.”

“You know,” Tony said waving a finger at her. “You think you’re funny, but you really aren’t.” He smiled, it was tired and small, but it was there. “Thanks for coming out here and working this weekend Helen.”

“It was my pleasure, Dr. Stark. Tell Peter I said he did a good job. I look forward to working with him.”

“I will. Get some sleep.”

“You too.”

The call cut out, and Tony waved the hologram closed. Talking with Cho was almost as good as talking with Bruce. She was smart, intelligent, and willing to throw Tony’s snark and bullshit back in his face whenever he tried to use it on her. If he wasn’t afraid of screwing it up, he might even call them friends.

He shook his head, locking his thoughts down. He had things to do.

“FRIDAY, where’s the kid?”

_“Mr. Parker exited the shower ten minutes ago. Changed, and is currently asleep on his bed.”_

“Go figure,” Tony muttered to himself. “The kid must have been exhausted.” He looked over at the clock and saw it was half-past two. The kid needed sleep, even if it meant not getting to go to the lab to mess around with his suit. Oh, well, they’d have time during the week.

“FRIDAY set an alarm for six. I have work to do.”

* * *

_In the car – Heading to Queens – October 23, 2016_

Peter hadn’t been pleased when he’d been woken close to seven.

“Aww, Mr. Stark you should have woke me up. Now we wasted the whole day.”

“Nonsense kid, little Spider-baby needed his rest. You’ll be back again, don’t worry. Besides, I didn’t sleep. I got work done.”

“I’m not a baby.”

They left the compound a little after eight when Peter explained his aunt didn’t care when he got home. Picking up fast food on the way back into the city. Tony was still growing used to the boy being able to plow through twenty tacos without blinking.

And then Peter asked the dreaded question.

“So… are you going to tell me about the Accords?”

Tony nearly groaned. He was hoping the boy had forgotten about that, but, of course, he didn’t. It wasn’t that Tony didn’t want the kid to know what was going on… actually that was a lie. He didn’t want Peter anywhere near the Accords. Tony had spent so much of the past three months being wrapped up in the document he wanted to scream anytime it was mentioned.

But he had made a promise.

“What do you want to know kid?”

“I don’t know. I just… for something I fought the literal _Avengers_ for, I don’t know much about it. I mean we had a few lessons in current events that told us the broad strokes, but I don’t know how much I should trust.”

Tony smirked, “Smart, kid. Anything of major importance has been kept out of the public eye. Right now, the only thing everyone knows concretely is some Avengers signed, and some didn’t. And even then, they don’t know the details. What is the general idea for the Accords?”

“That there’s been a lot of damage caused by fights, and powered individuals need to be held accountable.”

“Yes, that’s the main reason being sold to the public. Can you think of any others?”

Peter groaned, “Come on Mr. Stark, I’m not in school. I don’t need you to prompt me.”

Tony rolled his eyes, “I’m making you think. This is a lesson in world politics and agendas. People would fight to have me teach them stuff.” He heard the boy huff in the seat beside him.

“Um… I guess being able to know about powered individuals, and having them follow certain rules would be useful for… power?”

“You’re grasping at straws kid. But you’re technically right. It’s essentially a tracking, monitoring, and implementation document. It keeps an eye on enhanced individuals who could use their powers for harm, monitors those who have signed, or have caused harm and need to be taken down. And creates guidelines for how enhanced individuals should act when dealing with combat and missions in other counties. But there are also so many different agendas all being filtered through it, that it’s hard to say what it’s main purpose is. I signed because I think individuals, like us, need to be held accountable when things go wrong, if it is our fault.”

“Like Sokovia.”

“Yes, like Sokovia. Although there were extenuating circumstances for that too, but that’s a whole other story.” Peter looked like he wanted to ask but held himself back.

“Unfortunately, not everyone views the documents in the same way. Both those who are writing it, and those who would be affected by it. Rogers and his crew are one such example. He thought the best hands were our own and bending to the will of a hundred and seventeen countries would be too dangerous.”

“That seems… kinda egotistical,” commented Peter.

Tony laughed, “Ah, kid I would love if you said that right to his face.” He pretended to wipe a tear from his eye. “No, you’re right. Steve, he's like a tree; sturdy and unbending, if he thinks you're wrong you're always wrong. The idea of answering to that many people who would have rules when it comes to helping didn't sit right with him. No matter if it makes the public feel safe or not. ”

“Then you have the people writing the document; in the far-right corner, you have Secretary of State Thaddeus Ross and his cronies, and all the countries that support him. He’s… a piece of work.” Tony had dealt with scheming, slimy businessmen and politicians since he could walk, and Ross still gave him the creeps and made his stomach turn.

“If it were up to him, all enhanced individuals would be declared weapons, and he wouldn’t have to worry about pesky things such as human rights violations. His ideas for the document would go against both the U.S. Constitution and the Geneva Convention. That’s one of the major reasons Rogers disagreed.” Tony saw Peter fidget out of the corner of his eye. “Which is why they were never going to go through, as they were. At least not permanently.”

“See the Accords, back in August, were basically being floated as a promise. Kind of like the Paris Conference. It never intended to have any real power backing it at the time, because, you know, the UN doesn’t have an army. And they would need an army.”

Tony sighed, “And then the signing blew up.”

“Mr. Barnes caused that?” asked Peter.

“No, no, Barnes didn’t cause it. He was framed by a man named Zemo; who is now in jail for his crimes. But at the time we didn’t know that. During the signing, some powerful people died. And when that happens…”

“People get scared,” Peter concluded.

“Hole in one, spiderling. So now we had a manhunt for an enhanced human who’d already proven to be dangerous, dead politicians, a document that is a human rights violation, several superpowered individuals who don’t do well at being told no, and a power-hungry ass looking for any chance to get a step up. What do we have a recipe for?”

“Disaster?”

“Exactly. So, the rough draft of the Accords gets pushed through. The U.S. sends in manpower, Ross is put in charge, and we have the fight at the airport. Now here’s where I made a mistake. I brought you in.”

“I did okay!” exclaimed Peter.

“You did, but it was still a mistake. One, I didn’t think the situation was going to be as violent as it was. Two, I brought you over illegally. And three, you’re underage. All of that combined made the choice a bad one. I put you on the radar of dangerous and powerful people. So far, they’ve all been busy, but eventually, they won’t be, and their eyes will turn to you.”

He looked over at the kid and saw him stone still with a look of contemplation on his face.

“Are you following me so far?

“Yeah.”

“Okay, so now we should talk about what other groups are involved with the Accords. On the far-left side, opposite Ross and his cronies, you have the people who think the Avengers and other enhanced individuals are a good thing. They want to work with us and think that there should be minor supervision. They’re a small group.” But they were powerful, and Tony had managed to suss them out early in his schmoozing. He needed all the backing he could with the changes he wanted to implement.

“Then you have everyone else splitting down the center. Certain countries want things one-way, other counties want some the other. It’s a tangled web of interconnecting desires. It’s why concrete legislation is going to take a while to pass in all the countries. Most want an international document agreed on before the can apply it within their borders.

“Last but not least you have the enhanced community as a whole. This includes everyone from Mutants, to international hero teams, to programs that use enhanced individuals to everyday people like yourself who take matters into their own hands. Since most of us aren’t connected we have little say collectively. Well besides the mutants, but they have their own politics going on within their community.”

“Wow, that’s a lot of different people.”

Tony chuckled, stopping at a red light. “Yeah, there are a lot of moving parts. Right now, the Accords are in a state of flux. Amendments are being drafted, policies are being put in place, the staff is being hired, resources pooled. All that fun stuff. The current hope is to see a better version in place by January, but who knows with politicians. So, did that answer any of your questions?”

Peter nodded, “Yeah, a lot of them. Thanks. What’s going to happen with Ross?”

“Ah, right for the jugular I see. Don’t worry about him, a guy like Ross can’t stay in position without having skeletons in his closet. I just need to find them.” Peter looked concerned. “Aw, don’t worry, underoos. This is my job; I see something broken or inefficient and I fix it.”

“Okay, what’s going to happen to the Rogues?”

Damn the kid was asking all the hard ones. “Well… it depends on a lot of things. They could come back, but it would mean signing the revised Accords. However, even gaining pardons will depend on how the counties that have warrants for their arrest react. And of course, what kind of power Ross has. In other words, I have no clue.” That was slightly a lie. But the kid didn’t need to know that.

“What’s going to happen to me?”

Tony sighed, “And other teenyboppers like you? Well, I’m trying to amendments worked in so you can’t be forced to reveal your identities. I’m also trying to make sure you don’t get taken and abducted for government programs or anything,” Peter shivered at the mention of abduction. Interesting. “I’m getting a lot of strength from the mutant community on this since a lot of their numbers are actual children.”

“I don’t know a lot about mutants, they don’t teach us much about them in school.”

Tony rolled his eyes, “Well that’s not surprising. If you want a lesson on mutants though it’s going to have to be another day.”

Peter pouted. “Why?”

“Because you’re home.” They pulled up alongside Peter’s apartment building. Tony looked around and swore he didn’t remember the flickering streetlights and boarded up windows across the street before.

“Thank you, Mr. Stark,” said Peter. “This weekend was amazing. And we didn’t even really get to do anything.” 

Tony shook his head at the boy’s enthusiasm. “We did plenty kid. Oh, I have something for you.” He pulled out his wallet and handed the boy a small black credit card. Peter looked at it with suspicion.

“Uh, why are you giving me a credit card?”

“It’s a debit card, and it’s yours.”

“Why?” Peter sounded as if he was offended by the idea of the card. Tony grabbed his hand and forced the card into it.

“Because it’s what you’ll be using to feed yourself. If I can’t give your aunt money to buy you more food, because you won’t _tell_ her,” Tony rolled his eyes at that, but Peter glared. "I’ll just have to give the money to you, so you can use it wherever you need to. It has five hundred dollars on it.”

“Five-hundred,” choked Peter.

“Too little? I can add more, but-”

“No, Mr. Stark, no. That is already _way_ too much.”

“So, telling you the five hundred resets every week…”

Peter’s eyes bulged, and he handed back the card. “GAH! Mr. Stark, no I can’t spend that much on food in a week. I wouldn’t know how.”

Tony waved his hand, “Plenty of people do it all the time. And they don’t need to feed a calorie count of over twenty thousand every day. You’ll take the card and you’ll use it.”

“No.” Peter set his mouth in a hard-thin line, prepared to fight. Tony had anticipated this.

“And if you don’t, the money gets thrown away.”

“WHAT!” Peter screeched. “Do you know how many people would need that money for food?” Peter sounded furious. Tony might have miscalculated about how mad he would be.

“Exactly, and you’re one of those people.” Peter seethed in the passenger seat, but Tony would not be moved on this. “You. Need. To. Eat. Eventually, Cho and her team will figure out a supplement you can take, and you’ll only have to consume maybe _ten thousand_ calories per day. It’s my responsibility to make sure you have the resources to be a hero. That includes money for food.” And if the kid didn’t know he wouldn’t _actually_ throw away the money; then no harm done.

Peter glared but swiped the card out of Tony’s hands and shoved it in his pocket. “Fine, but I don’t have to be happy about it.”

“Of course not. As long as you’re eating though, I’ll be happy. We’ll mess around with Karen tomorrow so she can monitor your food intake and blood sugar levels. If they drop too low, it’ll be another thing she directly alerts me for.”

Peter groaned. “WHY? Why do you have to be soooo nosey all of a sudden?”

Tony laughed at the kid’s dramatics. “It’s part of my job now kid. I think I kinda like it.” Peter mumbled something about interfering jerks, but Tony didn’t take it seriously. The lines of the kid’s shoulders had relaxed the entire trip.

Tony shut off the engine. “Hey, Peter?”

“Yeah, Mr. Stark,” Peter said trying to grab his backpack from the back seat.

“Are you sure you’re okay, after what happened this afternoon.” Peter froze.

“Y-Yeah I-I’m fine. It sucked at the time, but… yeah, I’m fine. W-we don’t need to talk about it, or anything.”

Tony was frustrated the kid wouldn’t acknowledge his problems. He could get help if he talked. Tony resolutely ignored the shouted, _HYPOCRITE,_ in his mind sounding suspiciously like Pepper, Rhodey, and Happy in unison.

“If you don’t want to talk to me kid, I can arrange for somebody else-”

“No!” Peter didn’t shout, but it was close. “No, I-I don’t want anyone else knowing about my powers. Cho and the medical staff already know, and you, and Mrs. Pepper, and Toomes, and Ned, and Happy. I wanted it to remain a _secret_ and I feel like its spiraling out of my control. I just- I _need_ for it to be a secret. No one else.” His eyes were huge and wide, and pleading and Tony realized how screwed he was.

_Not supposed to care, not supposed to care…_

Damnit.

“Okay, no one else.” The boy sighed, “However…” he tensed again. “I want to include one of my lawyers on that list. Just one.”

“…why?”

“Because I want a contingency in case your identity ever gets leaked, and it will be easier to respond if we already have plans in place and people aware of the situation.” Tony knew the fight for keeping Peter’s identity a secret would not be an easy one, but if the kid wanted it, who was he to say no.

“I want to see if I trust them with my Spidey-sense first.”

Tony smiled, “Sure kid, you can do that. Anyone else who ends up knowing, it will be your choice.”

“…so, can I go now?” Peter asked, his eyes flitting to the door. The boy was trying to escape talking about his flashback. Tony couldn’t blame him. He couldn’t count the number of times he’d run away when faced with his traumas. But Peter was supposed to be better…

“Yeah kid, you can go.” Tony gave in, tonight was not the night to pick this fight. “I’ll see you tomorrow underoos.” Peter smiled and opened the car door. The chilly night air rushed in, and Tony shivered. He rolled down the window when Peter shut the door.

“Are you sure your aunt won’t be mad at me for bringing you home late?” Tony asked. Peter, stopped briefly, flinching at the words.

He turned around with a smile Tony knew was faked. “She’s fine with it,” he lied. “Goodnight Mr. Stark.” He paused, hesitating “Um…” he didn’t say anything more, standing there in the cold wind and a thin jacket he looked exactly like the unassuming waifish teen he was supposed to be.

“Yeah, spiderling?”

“Thank you, for everything today.” Peter’s smile was small but genuine. His body was closed off, but Tony could see an olive branch when it was offered.

“Anytime kid.” Peter gave a small wave goodbye and walked away.

Tony rolled up the windows waiting until the boy disappeared into the building.

“Hey FRIDAY?”

_“Yes, boss.”_

“Found anything on the search for the Parkers?”

_“A few things that might require looking into, yes.”_

“Cool, hit the tunes for me, baby girl.”

* * *

_Stark Industries – Tony’s Penthouse – October 24, 2016_

Tony ended the call with Rhodey, who was halfway around the world in Japan. They’d been tag-teaming as many countries to gather support for blocking Ross on the Accords committee. His meeting with the Vice President later in the week would continue to cement that. Tony knew there was so much to do, and he was only one person. But if he stopped, he would start drowning in all he had to accomplish.

Tony wandered over to the kitchen and pulled out two glasses. The New York skyline was lit up even at two in the morning. He could feel the exhaustion in his bones. But he still had more to do before he’d even consider sleeping. He poured the glasses half-full of whiskey, and slowly drank his.

His mind started replaying the day's events like a film reel.

The image of Peter collapsed on the floor begging for help as he couldn’t breathe haunted him. Was helping the boy be a hero _really_ the right thing to do? He was so young and already been through so much trauma. A quick glance over the information FRIDAY had found had been staggering.

Peter had lost both his parents at age five, eleven years ago today. He’d nearly been killed at the Expo and had been a burrow away during the invasion of New York. In March he’d lost his uncle to a random shooting he had been witness to, and at the same time had gotten superpowers.

Tony sipped his drink. Who knew what else he couldn’t find that Peter had been through? The kid was clearly well versed in ducking and avoiding his problems. A skill which had taken Tony years to perfect. It was odd seeing himself in someone so young. He didn’t want Peter to be like him. Being Tony Stark was a curse that had plagued him his entire life, and now he had Peter looking up to him, which was a terrifying thought. 

Peter's positivity and genuine kindness was like a breath of fresh air. But he could turn on a dime and be a snarky little shit. And then there was the underlying strength and determination Peter tried to hide. He was the best of them and would make a good hero. Even if allowing him scared the shit out of Tony. 

He sighed, reassuring himself that what he told Cho was true. The best thing they could do would be to support the kid and help whenever disaster struck. He’d tried the tough love and limited interaction path, and it had gotten him nowhere but a sulky teen with internal injuries and a hi-jacked plane.

Yeah, he wasn’t trying that again.

The click of heels on his polished wood floors pulled him out of his thoughts.

He sat down his glass.

“You look tired,” the voice was slow and smooth. Unassuming even, if you didn’t know who it came from.

“I’ve had longer days,” he replied, not bothering to turn around.

The clicking heels came closer, and a hand passed over his shoulders. He barely restrained a flinch. He shouldn’t have her here. He was courting disaster. But then again, he wasn’t always known for the most rational of decisions.

“Hmmm, you poured me a drink. I thought you said this was work, not play.”

Tony smirked, it was a cold and flat look, “Oh, I never do business with a clear head.” He watched his guest seat herself, picking up the glass decanter with her perfectly manicured fingers. “How’s life on the run working out for you Ms. Romanoff?”

Natasha tilted her head, her blond hair framing her face. “It’s nostalgic almost. I missed looking over my shoulder and changing my name every three days.” She took a sip of the whiskey. “Why am I here?”

“I have a job for you.”

She raised an eyebrow. “I don’t work for you Stark. I never have.”

He took a sip of his whiskey, unmoved. “You will if you and your little band of war criminals want to _legally_ step foot on American soil again. I’m sure Barton would like to come home.”

She narrowed her eyes, “You aren’t cruel.”

He shrugged his shoulders, swirling the amber liquid in his glass. “No. But I only have so much power.” They both knew the other was bluffing. Tony would never separate a father from his kids if he could help it, and Natasha wanted everyone back together and on speaking terms. The later was going to harder to accomplish than the former, but for her help, he would make sacrifices.

The team was broken. But Tony had always been good at fixing things.

“What do you want me to do?”

Tony finished off the last of his drink and looked her dead in the eye. “What do you know about a company named Veratech?”

**Notes for the Chapter:**

> So... how'd you like it? I know, I know, it was super fucking long. But I needed for Tony to say a whole bunch of things, and then stuff got out of hand. But I had a ton of fun writing it, and I think that's the important part. 
> 
> What was the best part? Tony? Peter? The powers? All of the bullshit science I pulled out of nowhere? (still majorly inspired by Mr. Parker Declined to Comment, go read it if you haven't) Doctor Cho and her minions? (I really love her by the way! Does anyone else?) Her and Tony's friendship and snarkiness? I took stuff from the comics for her (not that there was much). Peter's panic attack and flashback? Tony being soft (TM)? My take on the Accords? Yes, I am aware that the entire section is dialogue, but they're in a car, not much I can do. And the end with Nat? Yes, the other Avengers will come back, but I wanted her first, for reasons. 🙃 
> 
> Give me any advice or feedback hearing from you all makes my day. I love your ideas and I am open to suggestions. Stay calm and safe, wash your hands, and use common sense. I love you all! See you soon.


	8. Ash in Your Mouth

**Summary for the Chapter:**

> Peter comes to terms with the date, MJ is a Slytherin, Ned uses his moves, and Tony continues to be Dad (TM) material.

**Notes for the Chapter:**

> So I have lost all capability to hold a schedule. Sorry. But at least this is out. I have more to say down at the bottom, but for now, enjoy the chapter.

_The Parker’s Apartment – October 24, 2016_

Peter woke to the sound of an alarm clock.

Huh?

Rubbing away the sleep from his eyes, Peter glanced over at his cracked phone. His rarely-used alarm going off. Five-fifty.

He’d slept a full six hours.

And not a single nightmare.

“Peter, it’s time to get up!” Called May from down the hall. Peter groaned, rolling out of bed into a strange dream world.

He stumbled out of his room and into the kitchen. At the table, May sat eating breakfast and reading on her phone. Peter’s stomach rumbled, already expecting to be fed the same amounts he’d indulged in over the weekend. He wasn’t in the mood to eat but in the back of his head, he could hear Dr. Cho and Mr. Stark yelling at him that ‘not in the mood’ wasn’t an option.

Sighing in resignation, Peter headed to the fridge. The sparse shelves meant May hadn't shopped in a few days, but he could make food with the eggs and cheese and sliced ham. It wouldn’t be a four-course meal like he’d had the previous morning, but it would be better than running on an empty stomach. 

The events of the day before flooded his mind. Peter didn’t know what to make of it. On one hand, it was amazing testing his powers in a scientific setting. Learning he accessed the bare minimum of his powers frightened him. But it made him eager to push himself, the better he could use his powers, the more people he could help. And the Accords, despite being convoluted, made more sense.

But spending his time with Mr. Stark…

Having and panic attack and a flashback to the warehouse…

The hug, the nap, acting like a little kid…

(which he wasn’t)

Peter sighed. All that? He could have done without.

And when Mr. Stark handed him a debit card loaded with money, he about had a fit. He wasn’t a _charity case._ He didn’t need the man’s money. The threat of the older hero throwing it away was barely able to get him to agree. It felt dishonest.

 _‘How is it dishonest? You aren’t lying to him; you_ do _need the money for food.’_

But he _was_ lying. 

His stomach turned and his chest ached; the room closed in around him, and he didn’t know why, and-

“-Peter!”

“What?” he snapped, turning to the table. May’s face was scrunched in concern.

“I’ve been calling your name. You’ve been staring at the stove for five minutes.”

Peter shook his head clearing his thoughts and banishing his conflicted emotions. He continued making breakfast. “Sorry May, guess I’m still foggy from waking up. Busy day yesterday.”

May’s concern morphed into a smile. “How did your weekend go? Did you have fun?”

“It went great!” Peter exclaimed, cracking the eggs into a bowl. “So much fun. The facilities are larger than the ones in the city. And the scientists are so cool. And I even talked to Mr. Stark for an hour about my prototype.” All that was kinda true…

“Wow,” said May sounding impressed. “That must mean a lot considering how busy that man is.”

“Yeah…” Why did Mr. Stark have time for him? The older hero said leaving Peter alone resulted in the plane crash… which, to be fair, it had. But he could accomplish watching Peter by putting more monitors in his suit (which he had) and making sure Peter checked in more often.

The man didn’t need to do… all this.

_What if he knew?_

No. Peter had kept everything a secret. He hadn’t even… well, he hinted _a little_ , but without context, Mr. Stark had no way of knowing. There would be no reason for him to suspect who Peter really… who he had once been.

Peter finished making his eggs, weaving a tale for May about what he’d done over the weekend. Excluding mentions of superpowers, medical tests, and panic attacks of course. Sitting next to May, he dug into his food, while she described what she had done over the weekend.

It was nice. Familiar.

Their schedules didn't line up to where they could spend time with each other in the mornings. May was often dead to the world asleep or leaving as Peter woke. (Or pretending to wake after being woken earlier from a nightmare.)

May cleared her throat. “So, I know we would take today off, but I have a double shift that starts at noon, and you have your internship tonight. I _promise_ we'll do something later this week though.” May's shoulders curled in as she played with the end of her glasses.

_Huh?_

“What… What are you talking about May?” Peter asked in confusion.

She looked even more sorry. “Peter, hun, it’s the twenty-fourth… of October… your parents…”

Peter froze.

Right.

Mary and Richard had died.

Ten years ago, today.

“Oh.”

“Did you… did you forget?”

Peter shrugged, casting his eyes away; unable to look at his aunt. “I… I guess I did. It’s been so crazy, and everything, and I guess I…” he trailed off; unable to find the words to express what he felt. Every year he, Ben and May would take the day off. They would eat comfort food and watch old movies together. And of an evening they would walk to the cemetery and put flowers on his parents’ graves.

The same cemetery Ben was buried in.

“That… that’s good Peter. They wouldn’t want you to mourn forever,” her voice broke a bit, sounding hollow and sad.

The familiar guilt that accompanied Ben’s death arose. It never disappeared, but after the weekend he’d had, Peter hadn’t been focused on it. Or on the anniversary of his parents’ deaths.

His parents… who weren’t actually his parents.

Peter’s stomach grew tight even as he took a bite of his eggs.

“It’s okay to not be as… _sad_ as you used to.” May continued, unaware of the turmoil running rampant in Peter’s head. “It’s normal.”

“Of course, May. It’s… everything that happened this year was overwhelming.” The eggs tasted ashy in his mouth. He took another bite.

“I know,” she said. There was silence for another minute. “Do you _want_ me to call out for the day?”

“No,” said Peter quickly. He couldn’t do their normal routine, not with May unaware of the truth. Not when he wasn’t… “Maybe later this week we can do something,” he lied with a weak smile.

“Do you want to spend the day at home?” she asked.

Peter shook his head. “No. It’s okay May, it is. I’m not little anymore. I can get through this without having to hide.”

“It’s not hiding sweetie,” she said with a sad smile. “It’s taking a break when you need one.”

“I’m good,” he insisted, finishing the last bite of his eggs, feeling no fuller than before. He stood from the table, looking anywhere but at his aunt’s sympathetic face. “I better get ready for school.” Trying hard to appear mature and calm, he walked over and placed his dishes in the sink.

“Peter,” May called as he was about to leave the kitchen. He froze. She rose from the table and encased him in a crushing hug. He returned the gesture and placed his face in the crook of her neck.

“It’s okay to miss them,” she whispered.

Peter nodded without saying anything.

She pulled away and leaned her forehead on his. “I love you so much.”

“Love you too May,” he replied, his stomach roiled in protest, and his chest ached, restricting his breathing. But he powered through. Trying not to feel like the worst human being imaginable, he turned away, walking down the hall to the bathroom.

Once the door was shut and locked, he turned on the faucet letting the water run loud. He bent over the toilet and heaved up his food. Peter tried to keep his retching as quiet as possible so May wouldn’t hear. He didn’t need her to change her mind about him going to school.

Once the wave of nausea passed, he flushed the toilet and turned the sink off. The mirror reflected his image back at him. He dazedly noticed his skin was unnaturally clear – not a single pockmark or acne scar. The dark circles that should be a permanent feature under his eyes never showed. His teeth gleamed. His hair was curled and thick. He looked perfect. Too perfect.

Pressing the heels of his hands into his eyes. He tried to gain control of his spiraling thoughts.

He felt too big for his skin.

 _You don’t miss them,_ whispered his inner voice. Peter scrunched his eyes tighter. Why couldn’t the world turn off so he could breathe?

_When you imagine grief and guilt and gravestones it’s Ben that comes to mind not them._

He needed to get ready for the day. 

_You are empty and numb, and a freak._

It was going to be a long one.

* * *

_Midtown School of Science and Technology – October 24, 2016_

Peter sat at the end of the lunch table he, Ned, and MJ declared for themselves. MJ was already seated there, although he had no clue how. The French classroom was even farther away from the cafeteria than the Spanish one. Ned was still stuck in line grabbing food, having to come from the third floor where the math classrooms were. 

MJ though, the evasive person she was, never said a word when asked how she moved so quickly through the school sight unseen. She gave a raised eyebrow and a look which stated without a doubt, _‘wouldn't-you-like-to-know’._

Peter would call it irritating if he wasn’t so intrigued.

“You look like you’re feeling better,” commented MJ.

Peter nodded his smile faked. The conversation with May that morning had thrown him off his game, but between the ride to school, a chemistry class with Flash absent, and a perfect score on his quiz in Spanish he could pretend to be in a better mood than he felt. Fake it till you make it and all that.

He was also pleased his injuries were gone too. Even yesterday’s intense workout had only given him a slight soreness. It must have helped that he’d fallen asleep for several hours and eaten a ton of food.

Maybe Mr. Stark and Dr. Cho were right about a lack of nutrients being a problem.

“Good,” said MJ, “because we are back to practicing tomorrow, and Friday, and the whole weekend, and like, all next week too. Because we have lost a significant amount of time, and-” her eyes wide eyes, and flapping hands showed her panic.

Peter chuckled; she didn't lose her cool often. “Relax MJ, we’ll be ready to compete. I promise. No more muggings.”

“Damn right no more muggings,” she peevishly muttered. Ned walked over to the table, one hand balancing a tray, the other, his phone. He typed away with a big goofish smile on his face. Peter glanced at MJ, giving her a look, which she returned with a conspiratorial smirk.

“So,” drawled MJ, “Ned. How was your weekend?” Ned mumbled about it being fine without glancing away from his phone. MJ rolled her eyes, and darted over, plucking the phone from Ned’s hand and dropping it down the front of her shirt. Peter snorted, choking on the sip of coke he’d had in his mouth.

“MJ!” Ned exclaimed, “Seriously what the fuck?” Peter thought the exact same thing, desperately hoping his cheeks weren’t as red as they felt.

“You can get your phone back in a minute,” she said, taking a bite of her sandwich. “I asked you a question lover boy.”

Ned sputtered indignantly. “I’m- I’m not- MJ, what the-”

“How? Was? Your? Weekend?” she asked slowly. The grin across her face spreading even more. Peter had both hands clasped over his mouth trying not to cry out laughing.

“You are an evil woman.” Ned glared. “It… was good,” he gritted out. “And I’m not in… love or anything, I’m…” he trailed off with a sputter.

“In love,” finished Peter with a smirk of his own. Ned glared at them dropping his head to the table with a groan. MJ cackled in triumph, giving Peter a high five. Then she-

-slipped a hand down her shirt and pulled out Ned’s phone.

…shit.

“There,” she said, laying the device on the table. “Phone retuned.” Ned snatched it back and cleaned it with the edge of his own shirt.

“Heathen,” he hissed.

“Are you going to ask her out?” she said as if she hadn’t done… that. Peter processed what he’d seen, trying not to stare at MJ’s shirt.

“Well, uh, I don’t- you see,” stuttered Ned. “Maybe…”

“Good. Because she likes you, and you never want to leave them waiting too long.”

Peter's stomach flipped. “When did you become knowledgeable on relationships?” he asked.

She brushed her hair over her shoulder. “I’m not, I’m saying if I were in her position, I wouldn’t want you to wait.”

Peter glanced at his plate; weirded out by talking about any of this. He and Ned had never been popular enough to even think about dating.

But MJ… _dating?_

He ignored his hand clenching around his spork and distracted himself by shoving another bite of food into his mouth.

“The sooner you ask the better,” said MJ with a flourish of her hand. “If you’ve already spent one on one time with her, which you have.” Ned nodded. “You should ask her out as part of a group, like…” she snapped her fingers trying to come up with an idea. “Ice skating, or bowling, or a concert, or-”

“Like the concert happening Thursday night at Astoria State Park?” asked Ned brightly.

MJ clicked her fingers, “Exactly!” She smirked her eyes glittering. “And speaking of girls…” she pointed to the other side of the cafeteria Betty walked in with a pair of friends.

“But how do I ask her out in a group if I don’t have anyone to go with me,” he said.

Peter placed a hand on his shoulder, “Dude, we would go with you. Right, MJ?” The back of his neck tingled; a low-level warning Peter took to mean _something_ was happening. He reached up and rubbed at it, trying to look around without being too obvious. Nothing appeared out of the ordinary.

MJ nodded. “I would go now because she’s been left alone.” She pointed again at Betty’s two friends leaving, one helping the other who’d had her entire tray spilled across the front of her shirt.

“Okay, okay,” muttered Ned. “I’m going for it.”

Peter watched Ned walk over to Betty, nervous, but determined. Ned loved being around people, loved talking, and telling stories, and feeding off their attention. People would love to hang out with him if they knew how cool he was. Peter had always been more of a loner, content with his books and machines and questions.

Did their friendship hold Ned back? If Ned wasn’t so focused on making sure Peter was fine he’d be able to make more friends and be happier. Maybe-

“You lose,” remarked MJ. Peter’s self-deprecating thoughts vanished at her victorious smirk.

“What?”

“I said, you lose. You said he’d ask her out on Tuesday and go out on Wednesday.” They watched Ned sit next to Betty who smiled, giving him a quick hug. “He’s asking her out today and going out on Thursday.”

Peter sputtered, “But- but you…” MJ had manipulated the situation without anyone noticing. “Don’t you lose too though? You bet they’d be dating by the end of Tuesday.”

She shrugged, biting into her apple, “Yeah, but I get a concert out of it.” She smiled; her lips quirked in a self-pleased manner. “My parents would never have let me go by myself. Now Ned has a reason to ask out Betty, and I get to see one of my favorite bands. Everybody wins.”

“And what do I get out of this?” Peter asked.

“Besides supporting your friend, and providing me cover to live a life outside of my parents’ constant supervision? Really good music. And I’ll buy you a coffee.”

Peter smiled, “Deal.” The nodded at each other and went back to watching Ned and Betty. The moment he asked her out was obvious. Betty’s face lit up, and she nodded excitedly. She glanced over to where he and MJ sat and gave them an enthusiastic wave. Ned’s face had turned permanently red, but he was smiling and that was what mattered.

* * *

_Stark Industries Building – October 24, 2016_

“And so that’s how you would patch this line of code if the communications systems ever went down,” said Mr. Stark indicating to the line of code on the holographic screen in front of them. They had gone over the suits’ functions for several hours.

Peter’s mind swam with the new information. Coding had always been Ned’s area. Peter had always preferred biology or chemistry or even engineering.

“Ugh, my eyes are burning,” he groaned. “How do you manage to keep this straight?”

“Years of practice kid. Too many nights spent working and reworking codes and systems. I worked on coding AI’s more advanced than what you have in your phone before you were even born.” The man collapsed the program that showed the inner mechanics of the suit. A small ding rang out and a notification appeared.

“Ah, the new program added. We need to have her monitor your baseline for a few minutes. Come here.” Peter approached the workbench and watched Mr. Stark attach a small monitoring pad to his arm, wincing when the needle went in.

“Once this is done Karen will monitor your blood sugar and nutrient levels. Not perfect, but not bad for a couple of hours work,” said Mr. Stark with a grin.

Peter sat in disbelief. “You made a whole program in a few hours? Don’t you have more important projects to be doing? Business meetings or something?”

Mr. Stark frowned, “Peter your health tops my priority list at the moment.” Peter opened his mouth to argue. “No. Look, how many times do I need to say it before you get it. You are my responsibility. I dragged you into this life and left you to fend for yourself. You were nearly killed. I should have dealt with it myself instead of fostering it off to somebody else."

Peter leaned back in his chair, careful not to pull at the wires. He winced at the unintended double meaning of the older man’s words. “But you must be busy…” he mumbled.

Stark sighed, “I’m _always_ busy. Besides, even if I design the program for one purpose, it can get used for something else. You have no idea how many systems or ideas I’ve had for a suit that either get reused or integrated into the company. It’s time well spent.”

“I guess,” said Peter although he couldn’t help but feel he took too much time of a man who didn’t have it to waste. “What stuff do you work on then?” Peter always imagined Tony Stark as an amazing inventor and superhero who always knew exactly what to do. As he grew older and understood the process which went into inventing and creating, he realized it wasn’t the case. But there was still an air of awe and mystery surrounding the man.

It was a reason Peter had acquiesced to hanging around his biological father.

 _‘This dumb idea will surely blow up in your face eventually,’_ said a voice that sounded too much like Ned.

Stark’s eyes lit up, with a raise of his chin, he clapped his hands together. “So many things, I’ve had an ongoing project to work on since I was about your age.” He turned back to the screen and pressed a file. Projections of paper danced above them. The room filled with bright lights as the projects connected into a center circle Peter supposed represented Starks’ server.

“I’ve always worked best with a physical version in front of me,” he said with a grin, “But when paper became too unwieldy, and computer screens failed to give me the dimension I needed, I created this little system here. Press one. Any you’d like.”

Peter bit his lip trying to figure out which he should choose. His hand hovered over a couple of different ones, before finally settling on one farther off to the side. Pressing the file, it expanded out and filled the room with details.

“Oooh, I love this one!” Mr. Stark grabbed a floating paper. “It’s been a pet project of mine to make functioning nanobots since about,” he winced drawing in a hiss of breath, “Oh, say 2008? 2009? In 2010, I made a prototype. This. Here.” He pulled down a drawing of a small black ball, and shoved it at Peter, shoving him how to expand the projecting with his fingers.

“A good first try, but the tech wasn’t there yet. And I didn’t have the time to dedicate making the systems required. But after the Chitahuri, we had access to tech which had never been seen before. As our friend Toomes could attest to,” added Mr. Stark with a strained smile. “I messed around with the materials and discovered a way to make larger conglomerations of nanobots work in sync with each other. I’ve been messing around with it ever since. I hope to make a suit from it. But I’m still on the early drafting phases right now.”

“Wow,” said Peter in amazement. Looking at the different variations Stark had created was amazing. The projected capabilities, the inner mechanics, and even what little he could understand of the coding was so far advanced it should come out of a sci-fi movie and not a lab he was currently in.

A small file off to the side caught his eye when he saw the words, _biological implementation._

“What’s this?” he asked, dragging the file closer to himself.

Mr. Stark peered at it for a moment. “Oh… That.” His former enthusiasm had seeped away. He turned to another projection. “An idea, at one point, was to utilize the nanobots for bio-response work. Fixing genes, mending cells, killing viruses, even strengthening areas of the body.” Peter watched the man’s left-hand skim over his chest.

“But I scrapped it after the ideas were too similar to another substance being developed called Extremis.”

“Sounds like a terrorist group,” commented Peter.

“It was used by one,” admitted Stark, he glanced back at Peter. “You heard about the Mandarin incident?”

Peter nodded, “That’s when everyone thought you were dead for a few days?” The news had crushed Peter. How could his favorite avenger have disappeared after his house had blown up and then die? Peter had lived in a state of shock for a few days before the announcement Mr. Stark was alive and fine.

“Yeeeah,” Stark dragged out the word, his hand twitching by the file he had pulled up. “There was a lot going on at the time, but…” Mr. Stark’s gaze was off to the side, reliving the emotions that the memories had brought up. The back of Peter’s neck tingled, and he knew whatever Mr. Stark had gone through had been bad.

The man drew in a breath. “Anyway, I fixed the problems the project had. Obviously. I’m a genius. I still scrapped after Extremis proved too powerful for the human body to handle in the long term. Eventually, I’ll get around to making a safe version using the nanobots, but for now, I’m using minor subdermal implantation and outer-casings for my designs.”

Peter looked again over the paper and from what he could understand the idea sounded amazing; a pity it never had gotten off the ground. “I wonder if my powers would let me use it,” he mused. Not that he’d need it or anything, his healing factor was already out of this world. It sounded like a program Richard would have been interested in.

Peter backtracked on that line of thought. Not needing to have another incident like the one this morning.

Mr. Stark’s shoulders stiffened. “Well we won't ever find out, he snapped. Peter needed to back off this topic soon.

“A nanobot suit sounds amazing!” he said. “Wouldn’t it be thinner and less durable than a normal suit though?” The lines of Stark’s shoulders relaxed a bit. 

“Not necessarily,” replied Mr. Stark. “I mean depends on the material. What I wouldn’t give for vibrainum in order to integrate it, one can dream. The weave and the staying power of the conglomeration determine the strength. I do have the entire reactor thrust system I would have to worry about. Might work better for a suit with less tech-enabled…” he glanced at Peter with a small raise of his eyebrows.

“Neat thought, Mr. Stark,” Peter laughed with a high pitch. “But no, the suit I have is fine. Besides wouldn’t that be like… expensive?”

“How much do you think the one you have cost to make?” asked Stark with a smirk.

Oh, shit.

Peter had avoided thinking about that question too much. He knew his suit must be expensive. It was a technological marvel.

“Um… a reasonable amount?” he asked with false hope. 

Mr. Stark chuckled, “Sure, we’ll go with that.”

That statement did not make Peter feel better.

“Talk of suits aside, what would you do with nanobots?” asked the older man sending the most recent diagrams over to Peter so he could look at the specs. Peter sat there for a moment reading over the paper.

“Well… if we discounted suits and medical procedures, I suppose building or transportation. It depends on the limits of the bots, how many you had, the maximum weight capacity.” Wrapping his mind around the idea of these microscopic bots was intensely fascinating. “You would need a way to control them; programming would be the most efficient I assume. But would stop mass use as you would need intense system farms. Electronic brainwaves might be effective, but it could take a toll on how hard you have to think in order to use them. The best method would be to implant the receptors in the brain and have the controlled via thought and body movement but that brings us around to the medical problems.” Peter paused, internally groaning. Great, he was going off on a tangent again. And in front of an actual scientist and genius.

“Of course,” he said quickly. “That’s all theoretical conjecture.”

Stark tilted his head with a questioning look. “Why you do that?”

“Do what?”

“Pretend you’re not confident in what you're talking about.”

Peter bit his lip, “I mean… I don’t actually know about this. I’m only theorizing.”

Mr. Stark waved his excused off. “Yeah, but that’s science in a nutshell. You never know as much as you could because it’s always evolving, that’s why you _learn._ And conjecture and theorization are half the process.”

Peter rubbed the back of his head trying to shake away the intense inadequacy. “I guess,” he mumbled. A small beep came from the computer.

 _“Baseline acquired,”_ announced Karen.

“Ah,” said Mr. Stark. “I was wondering when that would be done.” He took a look over the numbers and muttered to himself about updates and minor patches. He frowned. “Your numbers are lower than they should be.” He glanced at Peter, who was trying hard not to look guilty. “Did you eat today?”

“Yeah, I had a huge lunch.” Granted he only managed to eat about half of it once Ned and Betty came over and the four of them got into a discussion. And breakfast… was better left untouched.

“Sure, you did,” drawled Mr. Stark, rolling his eyes. “You’re lucky I figured you would be hungry, and I ordered dinner.” He unhooked Peter from the wires. “It was just delivered upstairs.”

“But-”

“Do you have anywhere else to be tonight? Your aunt expecting you home?”

“No,” Peter confessed, although he’d already told the man May wouldn’t be waiting for him. “But I was hoping to get a couple hours of patrol in.” He needed to do homework too, but that could wait until the morning. He wouldn't be lucky to avoid nightmares _two_ days in a row.

“Well, you aren’t doing it on an empty stomach. Come on.” Stark waved for the projections to turn off. Peter taking one last look at the nanobot project.

“It’s a pity you had to put the project on hold,” said Peter. All the wonderful possibilities that could come from a project like that spun in his head. 

“I haven’t had the time with the Accords drama, and the company projects I _do_ have to work on, and I have you to watch out for.” Stark paused as they reached the elevator. “Although you seemed interested in it… do you want to take a crack at it?”

Peter’s mouth dropped open. “Uh… r-really? M-me? But where would I start? I’m in _high school!”_ Sure, he was smart, but not like… _that_ smart.

“And I was four when I built a computer circuit, and sixteen when I built DUM-E. I made the first suit in a cave with hand-done calculations. Age and circumstance are irrelevant.”

Peter stepped into the elevator, his hands fidgeting at his sides. “Yeah, but…” he looked at this man who he’d admired, had dressed as for Halloween. This man, the leading inventor of the world, the city’s hero, unafraid of anything life threw at him. Tony Stark was everything Peter always wished he could be.

Peter remembered the truth; the utter shock of staring at a picture you knew was yours, attached to the name of a boy long dead.

Peter remembered the panic of finding the _last person_ he wanted to ever see, seated on his living room sofa. Flirting with his aunt and drawing Peter into a world bigger than he could have ever known.

He remembered the pain and humiliation and guilt standing atop a building knowing the disaster below had been _his fault._ And having his hero, his idol, ~~his father~~ telling Peter he wasn’t a hero.

The man standing in front of him, face illuminated by bright lights from the elevator, was nothing like that man. This Tony Stark was open, and concerned, and annoying. This Tony Stark… cared.

Peter didn’t know what to do with that.

It had been a long time since anyone new had cared.

“But?” asked Stark. Peter had been silent for too long.

“I’m not you,” he muttered.

Stark’s face softened, a small smile, genuine and without snark, spread. “No, you’re not. You’re better. One day you’re going to do great things kid. And if I’m lucky I’ll be around to see it.”

Peter’s throat closed and he ducked his head. Not to avoid showing tears, because of course he wasn’t, he wasn’t crying. Yep. No sign of tears here.

“And…” continued the man, his voice soft and sympathetic. “Your parents would be proud of the person you’ve become.”

Ice poured itself into Peter’s veins freezing him where he stood.

“My… parents?” he croaked.

_Oh fuck, oh fuck, oh fuck, he knows, he so fucking knows, I am so fucking screwing, AHHHHHHHHH-_

Stark raised his head looking off to the side as if the corner of the elevator was interesting. “You probably don’t like anyone mentioning it. And maybe I shouldn’t have looked, but I couldn’t help but notice today…” he coughed, “Um… what I mean to say is…” the older hero’s face was scrunched in a way that showed he was out of his depth.

Peter let out a sigh of relief.

Internally.

 _Oh, thank god he was talking about the fucking Parker’s,_ Peter thought.

“They died today,” Peter finished. Mr. Stark bobbed his head. “Yeah, no, I don’t- I don’t talk about it much. I…” Peter couldn’t look Stark in the face, he was a better liar now than ever before, but _this_ …

This was dancing on the edge of a tightrope suspended over a pit of boiling lava.

“I don’t remember them.” Peter closed his eyes; it was easier that way. “I’ve tried and tried, but I can’t.

“I don’t have any stories.”

_I’ve idolized you since I’ve known what science was._

“I don’t have anything to remember them by.”

_That mask was my favorite toy._

“I hardly even know what they looked like.”

_All I see when I look in the mirror is your eyes, and her nose, and this curly hair that has to come from somewhere, and-_

“But I had May and Ben.” And god, didn’t the guilt rush through him thinking about Ben, how was he standing, how was he not falling apart, how was he- “And they loved me, and it makes today hurt less. But thank you.”

“I’ll give the project a shot,” Peter continued with sincerity to move the conversation along. “I can’t promise anything will come of it. But I’ll try.”

Mr. Stark cleared his throat, “Alright kid.” He looked glad to have the awkward conversation over. The elevator, long since stopped, opened its doors to the penthouse apartment beyond. Like the compound, the space was modern and beautiful, but cold and empty. However, the lights in the kitchen, a huge open area, were on and take out sat in three large bags on an island.

He could smell greasy burgers and salty fries from across the room. His stomach grumbled in hunger. Peter ducked his head when Mr. Stark laughed.

“Sorry,” Peter said with a sheepish smile. “I _really_ love burgers.”

“Me too kid me too. Come on let’s eat.” The older man walked into the room.

 _Of course, he does,_ thought Peter with the littlest bit of bitterness. Digging his fingers into his hands he followed. If his smile for the rest of the evening appeared brittle, Mr. Stark had the good sense not to mention it. 

* * *

_Rooftops of Queens – October 26, 2016_

Pete settled against an awning, looking out onto the lit, quiet streets below. It was nearing two in the morning which meant he needed to head home soon, but he wanted to enjoy the fresh night air for a while longer.

Unlike what he planned he didn’t get his chance to patrol Monday night. He’d been sucked into another conversation with Mr. Stark that ran so late, the man had to drive him back because Happy had already gone home. By the time Peter returned to his apartment, he needed to finish his homework, and by that point, it was too late.

Tuesday had been a lost cause too; he’d had dance practice with MJ which they extended another hour. The new reality from here until the end of November. Afterward, he headed home to a second dinner with May. (His first being an entire pizza, breadstick, and two-liter; courtesy of the debit card Mr. Stark had given him.)

By the time he finished, he _could_ have gone on patrol. Except Ned called him and needed over an hour’s worth of reassurance the date on Thursday would go well. No Betty was not going to stand him up, and yes, he should wear a hat because he looked cool. When Pete extracted himself from that conversation, he was worn out and headed to sleep. (He woke with nightmares a few hours later.)

Wednesday was his saving grace. School went great. With Flash missing since Saturday, family stuff according to the text he sent MJ, Peter didn’t have to watch his back all the time. He finished his homework on the car ride to Stark Tower, and the man had to leave an hour early due to a late meeting being held halfway around the world. Mr. Stark had been sorry, but Peter told him it was okay.

He still didn’t convince Happy to let him swing home, but that was fine, he had more time to sit and read the research Mr. Stark had previously done on nanotech.

Peter was beyond scared, and a little bit ecstatic Mr. Stark was letting him learn and maybe even design tech like this. He’d always imagined these internship sessions would be focused on his suit, or helping Mr. Stark work on his projects. But actually doing his _own_ research, for a real technology that could one day help people? It was a dream come true.

Peter sighed, sending one last look over the borough he loved. Time to head home. Swinging across the rooftops, hearing the excited murmurs of the people below, flipping and jumping and racing to his heart’s content; it wasn’t the _reason_ he became a superhero, but it was one of the best parts.

Patrol, despite being gone for a few weeks, was quiet. A few people who needed help here or there, a kid who needed to get back home before curfew leading to a fast, five-minute swing through the city, and even the drunks at the bars were more subdued and didn’t need his help avoiding fights.

There was one robbery he stopped, not a common occurrence for Peter. He had been easy to web up and leave for the police. The store owner had been so thankful and gave him a pack of cookies as a reward. He loved the people of Queens.

Landing on his roof, he checked to see if anyone was around, and crawled to his window. Sliding inside he breathed a sigh of relief. He was afraid after so long away he wouldn’t remember what to do, or people, after the bad things that had been published about him, wouldn’t want his help anymore. But that wasn’t the case, so his worrying had been blown out of proportion, as it often was.

Saying goodnight to Karen, he removed his suit, grabbed a quick shower, and crawled into bed. The excitement and adrenaline still rushing through his veins, he fell asleep with a smile on his face. Glad that life was settling in its new brand of normal.

**Notes for the Chapter:**

> Well, the world has turned upside down since I've seen you guys last. I've lost both my jobs (no surprise there) and I'm doing school online which consists of writing a lot of papers, so if I'm absent for a while please forgive me. I hope you all are safe and doing okay wherever you are. I love you guys so much! Please stay home and wash your hands (if you can) if you're on the front lines, you have all my well wishes.
> 
> Morbid realities aside, how did you guys like the chapter? We have so much stuff going on. Poor Peter is having to deal with so much. 🙃😈 What did you think of his reaction to May's questions, his slowly breaking mental state? Have I been watching too much Steven Universe? Yes. The answer is yes. MJ and her manipulative powers? Did she do what she did on purpose? The answer is also yes, but I'll let you figure out what it was. They're going to a concert in the park because I can't (the initial plan was bowling) Tony and Peter interaction? Cute, angsty, hints scattered throughout of the plot I'm desperately trying to pull together? All the above! Give me your thoughts and comments below, sorry I didn't get to most of the last chapters I was sick and couldn't bear looking at a computer screen. I'll get to them and this chapter's in a more timely manner. 
> 
> I love you all, please stay safe. All my wishes. IA31


	9. The Nosey Mr. Parker

**Summary for the Chapter:**

> Concerts and superpowers do not mix well. Peter is nosey. Flash has problems (TM) (and probably needs a hug). Peter get yourself a jacket. Oh, look, shady shit with the police ( in a scene that was written literally three months ago, and I am not surprised).

**Notes for the Chapter:**

> Hi.   
> I'm not dead.   
> Yay! 🎉

_Astoria State Park – October 27, 2016_

Peter grimaced, moving out of the way of another passing child. It seemed like everyone in Queens thought it would be a great idea to show up at this concert. 

In front of him, nearly blocked by the throng of people, Ned and Betty walked hand in hand.

“This will be fun,” said Betty, low enough that she thought only Ned could hear her – one of the drawbacks of Peter's powers meant he often overheard every conversation; whether he wanted to or not. “Thanks for the great idea, Ned.”

Ned rubbed the back of his neck. “Oh, um, you're welcome.”

Distracted by them, Peter didn't notice a guy standing in the middle of the sidewalk until he bumped into him. 

“Sorry,” said Peter. The man, tall and mean-looking, scowled and walked away. Peter’s Spidey-Sense pinged, sending a shiver down his spine, but a hand on his wrist stopped him from following.

“You okay?” asked MJ coming up behind him.

Peter nodded, watching the man get swallowed by the crowd. “Yeah, I’m fine. Just a guy being a jerk.” He brushed off the small warning by his sense. It pinged a dozen times a day.

They continued on, passing by the wheelchair area, and found a small hill, shaded by trees.

“This work for you guys?” asked MJ. The group agreed and spread out the picnic blanket across the ground. Peter settled against a tree where he could look out and see everything around him. Ned and Betty sat to the side in their own little world exchanging glances and talking in whispers and giggling. MJ laid on her stomach, twirling a pencil in hand, gazing hard at her sketchbook. Peter watched in fascination as the scene she sketched took shape right before his eyes.

“Wow, that's amazing,” he said after MJ sketched in the vendor stalls.

“I’m better at drawing people.” She placed the pencil on its side and began to shade.

“Well, I can’t draw for shit. What you’re doing is magic.”

MJ shifted, glancing at him. “Drawing isn’t magic. Drawing is a skill, it’s practice, it’s failing a thousand times before you’re ever happy with what’s in front of you.” She glanced back at the page and frowned. “Magic is instant. It’s cheating,” she sneered. She turned a page and sketched out a head. "Sit still, I’d like to practice an emotion other than distress.”

Peter smiled and leaned against the tree. He closed his eyes and let his senses roam a bit. He usually kept his powers restrained, it distracted him from the present if he didn’t monitor how much he took in. He could overload himself and spiral into a panic attack. But the faint scratching of MJ’s pencil kept him tethered to the moment.

After the preshow ended, they brought out fuzzy blankets to ward off the wind. MJ bundled an extra jacket and placed it under her head. Peter watched her. Laying down, with her eyes closed, she looked lost to the music. Her emotions flittered across her face. Expressive and free, the complete opposite of her normal controlled self. The glow from the streetlamps filtered through the trees, casting dappled light across her face and hair.

_Beautiful._

Peter blinked. Where the hell had _that_ come from?

Sure, she was… _objectively_ beautiful, Peter supposed. He would need to be blind not to see it. But to think it out of nowhere, well… it was, kinda…

“Hey, does anyone want snacks?” Peter jumped to his feet, pressure building in his chest making it hard to breathe. He noticed the buzzing coming from the lamplight above them, and the vibration in the air from the speakers carrying the sound from the stage. His head spun from the lights and the noise and the _feelings,_ which all became too much. MJ’s eyes fluttered open, and Ned and Betty turned to him.

“Yeah,” said Ned, “Snacks sound great!” MJ and Betty nodded.

“Awesome,” he gritted, pushing away the feelings threatening to overwhelm him. “I’ll go get some; back in a few.”

“Do you want me to come with you?” asked MJ.

“No, no, no I’m fine.” Peter waved her off and walked (he definitely walked, _it was not running_ ) away from the group.

But the farther he tried to get away the more the world grated on his senses. With every second passing, it became harder to breathe. Peter ran towards a secluded section of forest out of the way of the crowds. He collapsed a few steps into a grove of trees resting on a hill. The autumn wind battered his face, and the scratchy ground pricked his hands. He tried to regulate his breathing.

In, 1, 2, 3…

Hold.

Out, 1, 2, 3…

He counted over and over and over until the spin of the world settled, and his head no longer pounded. Slowly the noises filtered back in. 

Peter raked a hand through his hair. This was his third panic attack in a week. He hadn't had this many in months; what was wrong with him? 

“Fuck,” he muttered. He stayed seated on the forest floor unwilling to get to his feet to return to the group. 

Peter allowed his thoughts to skim back over what set him off in the first place; thinking MJ looked beautiful.

Well… she certainly was!

But that’s all there was to it.

Lots of girls were beautiful.

Liz was beautiful. Heck, even Betty was beautiful in a cute, girl-next-door way.

And… and… so were guys!

Oscar Isaac, Zachary Quinto, and hell, even Flash looked good - you know, when he wasn’t being a bullying obnoxious douchebag.

Peter thought _lots_ of people were beautiful.

MJ happened to exist on that list too.

And that…

That was _fine._

Perfectly fine.

Yeah.

He sighed again, his racing heart still hammering against his chest. Peter took all the thoughts and pushed them deep. Placing them next to his uncomfortable feelings for the Parkers, and his lingering hysteria about his birth family.

Nobody needed to know how he sorted out his problems.

Still unsteady, he rose to his feet. He needed to get back to the group. He didn't know how long his brain had kept him captive fo-

Peter's hair on his arm stood on edge.

“HEL-MPHPHFF!”

A voice rang out from deeper into the woods. 

Peter’s mind sharpened into focus.

That sounded like a person in danger.

He strained his hearing to locate where it came from, but the loudness of the crowd and concert disoriented him. Walking deeper into the forest he tried to see, his enhanced vision allowed him to peer through the dark, but he only saw trees. 

“Hello?” he called out, his shoulders tensing and hands forming into fists; ready to pounce at a moment’s notice. “Is anyone there?” He moved to step forward deeper into the woods when-

“Peter!” He whirled around. MJ ran up the small hill to the secluded area he’d hidden in; concern etched on her face. “What are you doing here? You were gone for ten minutes.”

Shit. He'd panicked for that long? “Sorry, I- The crowd and noise were too-” The words tripped around in his mouth. Everyone at school knew he had panic attacks. One too many breakdowns in the hallways saw to that.

MJ waved a hand, “Don’t worry, I’m just glad I found you. Ned worked himself into a frenzy.” She grabbed him by the wrist. “Jesus, Peter you’re freezing. You should have a coat on. Let’s get out of here.” She tugged him away from the edge of the woods.

He glanced back over his shoulder. With the brief alarm from his Spidey-Sense faded Peter's reason to go traipsing through an unlit forest disappeared. That yelp could come from anywhere.

_It sounded like a person though._

Peter shook his head, trying to clear away imaginary visions of danger around every corner. His panic attack already had him on edge. It meant nothing.

Once they made it to the sidewalk, Peter glanced back at where he had hidden. 

“Hey MJ, how did you find me up there?” From the sidewalk, he couldn't see the grove of trees MJ had found him in. How did she know he was up there?

The lines of her shoulders tightened. “Oh, um-”

“PETER!” yelled a voice, cutting MJ off. Ned and Betty ran toward them. “Fuck, dude, you said you’d only be a moment. You left your phone behind, we had no clue where you went,” said Ned, panting.

Peter rubbed the back of his neck. “Sorry, I didn’t mean to. I only meant to leave for a minute for snacks, but the lines were long, and then it got too loud, and I kinda… well-”

“You had a panic attack,” deadpanned Ned. “Dude, you bring your headphones for situations like this.” Peter nodded but noticed how Ned clutched Betty’s arm. Fuck, this was supposed to be their first date, and he was _ruining_ it.

He disguised his guilt under a smile. “How about we get those snacks now?” 

Once armed with their purchases, the group headed back to the blanket in time for the second half of the show.

Ned and Betty continued to act cute; feeding each other food, giggling, and whispering. MJ relaxed and focused on the music. But Peter’s former sense of calm had left him. His mind drifting between worry and unease. How had MJ found him? What had the sound been from? Should he have figured it out? Should he have even come along? Should he have gone patrolling instead?

The questions swirled in his head, taking all his attention. It was a relief when the show wrapped up with fireworks, despite making Peter cringe at the noise, and everyone started to pack up. 

They made their way through the crowds and to the parking lot. They said goodbye to Betty, whose parents were already waiting for her. Ned even found the courage to kiss her on the cheek.

The appearance of a black car chased away MJ’s relaxed mood.

She sighed. “Damn, I thought it would take them longer to get here.” She gave Ned a side hug and then did the same to Peter.

“This was fun, thank you, you two. See ya tomorrow.” She gave them a wave heading off to her car. The second the door closed, the car whisked away into the night.

“That was great,” said Ned with a dreamy expression on his face.

“I told you it would be fine you dope.”

“Yeah, yeah.” Ned’s expression changed from distracted to concerned. “Dude, what freaked you out? I thought your attacks had calmed down the last few months." 

“I thought I'd be fine, I'm used to the crowds at school. But those electronic speakers sent me over the edge.” Peter rubbed the back of his head and tried to look contrite. "I kinda broke down. MJ found me when I felt better. At least she didn’t see anything, but… yeah, no fun.” Peter ended his explanation with a smile that said ‘what-can-you-do’.

“Yeesh, dude, that bites." Ned placed a hand on Peter’s shoulder. “You have to take care of yourself better, you know those headphones help.”

Peter waved him off. “Yeah, yeah. Best gift ever if you ask me.” 

“Thanks, I know.”

Peter shoved Ned lightly. “Jerk.”

“Yeah, but I’m a jerk that has a girlfriend. Sixteen will be a great year.” A glint appeared in Ned’s eye. “Heeeey,” he teased, “speaking of sixteen… do I get a clue about my present?”

“Nope! You have to wait.”

“No fair. Just a hint, please.”

Peter laughed. “Keep dreaming.” After everything that had happened the past few days, he’d put off working on Ned’s birthday present. Still sold on the idea of a holographic projection of the Death Star run from A New Hope, he didn’t know how he would get it done. He needed to double down on the project.

Soon enough Tamar’s car appeared. They clambered into the back seat.

“Hey boys. You have fun?”

Ned bounced in his seat, grinning wide. “I had an absolute blast mom!”

“That’s great, sweetie. I'm sure you'll tell me all about it. How about you Peter?”

Peter gazed out the window; the tension from his shoulders seeping away, the farther he got from the park. 

“Peter?”

“I had fun,” he lied. “Nice to do something different for a change.” His weirdness had ruined the whole night. He should have said no to the whole debacle and gone on patrol instead.

Ned spent the rest of the ride chatting away with his mother, the glow of happiness obvious around him. Peter remembered Betty’s bright smile when she looked at Ned, and MJ’s quiet contentment as she lost herself in the music.

At least his friends had fun.

* * *

_Midtown School of Science and Technology – October 28, 2016_

Peter was ready for this week to be _over._

The wish for school to not suck once he didn't have to fake an injury had been too much to hope for. Instead, the teachers piled on pointless extra homework sucking away every ounce of fun from learning. And in gym class, Coach Wilson caught the flu, which meant class consisted of running laps.

The boredom even infected decathlon. MJ drilled them over and over for the practice match against Brooklyn in November. The only event of note being Flash ducking out to answer a phone call and never coming back. 

Peter was one more class away from sweet freedom.

He trailed behind the loud crowds in the hallways. He could afford to be late for class. Mr. Wescott always walked in a few minutes after the bell.

His stomach gurgled. He hadn’t eaten much during lunch because he'd been too busy working over details for his English project with MJ.

Changing course, Peter headed to a hallway that had a vending machine. He never used them, always buying his snacks in bulk for cheaper at stores. But now with the debit card… well, he wouldn't _admit_ to Mr. Stark it was helpful. But he could think it was useful without telling the man. Peter didn’t want to deal with inevitable smugness.

He pressed a button for a granola bar and chips, reaching to grab the food he almost missed the light tingle down his spine. Ever since the revelation that his powers worked off pheromones the distinction between situations seemed more noticeable than ever. This wasn’t a warning of danger per se, but it was potent enough Peter could sense it.

That’s when he heard crying.

It was soft. No one without advanced hearing would even be able to tell it was there, with the roar of students walking and chatting so much louder. But Peter could. Stuffing his treats into the pocket of his bag he wandered closer to the sound.

He walked down the hall to the back-access stairwell. Normally abandoned except for an easy place to smoke or make out, but not today. 

Peter stood outside the door, focusing his hearing on the sound of crying inside. 

“…n-no, thanks, Aunt Helena. I-I wish… *hic* …they w-wouldn’t… no.” Peter recognized the low and choked with tears voice in an instant.

Flash.

Peter wanted to wrench his hands off the door and run in the opposite direction. This sounded like a private conversation. One if Flash knew Peter overheard, the bully would make his life a living hell.

But he sounded so… _broken._

“…w-was… was she in any pain?” Flash’s voice cracked on the last word and Peter's heart clenched. A pause, then a small sniffle. “That- that’s good… no, no I… thanks for telling me.” Another pause, this one longer and more interspersed with gasps and quiet hiccups. Flash cleared his throat. “Yeah… okay. Listen I need to go, I have class.” His voice was still watery and shaky. Peter, glued to the spot, tried to figure out what was going on.

The phone call disconnected, and silence reigned for a moment before the broken sounded crying resumed. Interrupted only by short gasps for breath. Like the sound of someone’s whole world falling apart.

Peter never thought he’d ever associate such a sound with Flash.

He glanced at the doorknob to the stairwell.

He should leave.

He didn't have any reason for messing with Flash's business. 

The bully would as likely physically and verbally _eviscerate_ him before accepting… help? Comfort?

Peter groaned. Why did he feel the need to poke his nose where it didn’t belong? Glancing at the door again, he placed his hand on the knob before he could convince himself otherwise.

After all, Peter helped people. Leaving someone alone, in trouble, didn't sit right with him.

Flash included.

He pushed open the door. 

“Hey, anyone in here? I heard crying.” Peter asked as if he was unaware. The cries stopped with a strangled choking sound. “Hello?”

A harsh cough and a small sniff, and Peter turned to the alcove where Flash huddled on the floor.

“Flash?” he asked, he made sure to sound shocked and concerned. “Are you-”

“What the hell Parker!” the other boy growled. Flash leaped from the ground and stalked over. It would have been menacing except the tear-stained tracks on his cheeks, his red eyes, and the general air of despair he gave off ruined the effect. “What did you- Why the _fuck_ are you here?” His voice cracked, as he tried to pull himself together.

Peter backed up a bit. “Sorry, sorry, I heard crying and I thought someone-” he wanted to kick himself. He _knew_ he should have left it alone. Damn him and his hero complex. “I thought someone needed help.”

Flash sneered. “And of course, goody little two-shoes Parker needed to bound in and _save_ the day.” He mocked with a hand wave. “Fuck you.” 

Peter tried hard to keep his anger from erupting. “Sorry,” he gritted out. “I’ll just-”

Flash grabbed his shoulder. “Don’t you fucking dare tell anyone, I’ll- I’ll-” Flash floundered, too emotional to even come up with a proper threat. Peter used a bit of his strength to remove Flash’s hand.

“Don’t be _stupid_ Eugene." Peter hoped the use of Flash’s real name would get through to him. “I wouldn’t tell anyone. I’m not an ass.” The unstated, _‘unlike you_ ’ floated in the air between them like a knife.

Flash’s anger and panic crumbled away into a mix of revulsion and misery.

“Of all the people in the _whole_ school, of course, it had to be _you_ ,” he spat, wrenching his hand out of Peter’s grip. Flash leaned and grabbed his discarded bag from the floor, his shoulders still quaking. The bully sniffed and wiped at the tears from his eyes again.

What should he do? Peter had never dealt with a situation like this before.

If Flash felt this down, breaking into pieces, and unable to hold up a defense even against his supposed "worst enemy" he probably didn't want to be around people.

“Do you… do you want me to tell Mr. Wescott you’re in the nurse’s office?” he offered, in a calm and quiet voice. Flash stared at the floor, his grip on his bag turning his knuckles bone white.

“…would you?” Peter had never heard Flash talk like that before; soft, hopeful, but utterly wrecked.

“Sure, Eugene.”

Another sniff. It echoed in the cavernous stairwell like a sign of the apocalypse.

“Thanks, Parker.” Peter wouldn't have heard the soft words if not for his powers.

Feeling wholly uncomfortable in the alternate universe he’d stumbled into, Peter held open the door for the other boy to walk through. Glancing at his watch he realized class had started eight minutes ago.

Great. Mr. Wescott would give him detention for sure.

Then again, the teacher liked Flash, if Peter said he’d been delayed _helping_ him…

“Uh, I’ll see you tomorrow?” asked Peter. They had decathlon practice in the morning.

Flash shrugged; limp and without purpose. “Probably not.”

Glad he wouldn’t have to deal with this weird version of Flash until next week, Peter nodded. “Alright, see ya.”

“Yeah,” Flash muttered. “See ya.” He walked off in the opposite direction of the math classroom. Peter watched him go for a minute, unable to comprehend what had just happened.

He _really_ couldn’t wait for the week to be over. 

* * *

_Hollanday Dance Studio – October 29, 2016_

Peter slumped against the wall of the studio. How could he swing from building to building for hours each night, and still be winded after a four-hour practice session?

“You’re evil,” he groaned.

MJ glared from behind her water bottle. She tossed him his bottle, and he made a concentrated effort to look at it while he was catching it. The cold drink was a balm against his parched throat.

“And we lost a week of practice thanks to you.” 

“I didn't beat _myself_ up.”

“Bet you said something stupid to set them off, though.”

He glared, “I did not.” Okay, he’d egged Toomes on a bit, but the man had tried to kill him. A bit of an overreaction if you asked Peter.

“I want you back here tomorrow at one. We need to exhibit a flawless performance, and you’re still messing up the last thirty seconds.”

He took another sip of water. “I’m winded by that point. Why do I have to flip you three times?”

“Because you can do _three_ flips, and I’d be too dizzy if we did four. The judges won’t be expecting kids our age to accomplish that much.” She surveyed him. “You’re surprisingly strong, for an ultra-nerd.”

“Thanks,” Peter quipped.

“But three flips won’t help us if you mess up the last triple change swing.” She glanced at her phone. “Come on, we need to lock up.”

Groaning, Peter rose to his feet and staggered over to where he’d left his bag. His Spidey-Sense sent off a small ting as he reached for the closed locker. Warily, he opened the door…

… and found his bag gone.

Funny, he thought….

“Ahem.” Peter turned. MJ held his bag in hand. “Looking for this?” she asked with a cheeky grin.

“What? How did- But I could have sworn-” Peter swiveled back and forth between where he knew his bag _should have been,_ and MJ.

“Jesus Peter, your game is off today,” she grinned. But with a second glance at his confused face, her playful manner waned, and her eyes narrowed. “Did you get enough sleep?”

“ _Yes,_ I’m getting sleep,” he snapped. It wasn’t a lie; he slept, just not as much as he wanted to. “When did you get my bag?”

“It was over here the whole time.”

“No, it wasn’t.” He wasn’t off his game _that much_ to miss the bag moving from the locker to the room.

“ _Yes,_ it was,” stressed MJ. She tossed him the bag. “Head on out Peter. I’ll lock up for the night. Go home. Get eight hours of sleep.” A menacing glare stopped any further arguments. Peter wished her a good night and left the studio.

Peter grumbled the whole way out. Walking into the cold autumn air, he shivered in his paper-thin jacket. He wanted to go out on patrol; May wouldn’t be home for hours yet. But the idea of carousing across the rooftops made him slump in exhaustion.

Maybe MJ was right. Maybe he did need sleep.

But she wasn’t right about his bag.

It wasn’t as if the piece of fabric grew legs. How had it moved from the locker to the other side of the room?

Had MJ been playing a prank on him? She liked to do that. Most of the time those pranks were aimed at someone other than him though. 

He turned to head to the bus station, ready to call it a night, when the sound of yelling in the distance caught his attention.

Peter groaned. Apparently, his early night was not going to happen any time soon. 

* * *

_Queens - October 30, 2016_

Spread out star-fish style on a roof Peter took a moment to catch his breath. His short patrol had turned into a five-hour-long marathon. The Halloween prankers were out early this year. Egging houses and storefronts, graffiti, and plenty of robberies. Then there had been not one, but _two_ car chases, and he’d spent thirty minutes trying to break up a catfight between two _really_ drunk teenage girls.

All in all, not a _bad_ night, just tiring. Peter stretched his neck, and focused his hearing on the streets below, trying to search for any more trouble. A cold gust of wind blew past making him shiver.

He wished the suit were thicker.

Peter groaned, wanting to hit himself; how could he have forgotten?

“Hey, Karen?”

_“Yes, Peter?_

“Could you turn on the heater system Mr. Stark used when I got dumped in the lake.” 

_“Unfortunately, no Peter. That system was taken offline during the update for the blood sugar monitoring program. Your current count is-”_

“I don’t need to know,” he cut the AI off. “Thanks anyway, Karen.”

_“I could alert Mr. Stark to the system-.”_

“No!” he yelled. Then felt bad, it wasn't the AI's fault. “Sorry Karen, I didn’t mean to shout.”

_“No problem Peter. I feel this falls under the ‘Scraped Knee’ protocol though, if you are injured or harmed in any way I am to alert-”_

“Karen, I’m fine. It’s just cold.” Peter grumbled. “You don’t need to tell Mr. Stark _everything._ ” He didn’t _need_ the heater or anything. It just… would have been _nice._ But he wasn’t a whiny child complaining to Mr. Stark at every turn. He could bench press a bus, he could handle a chill. 

_“It is the protocol, Peter. Speaking of protocols, it is nearing three in the morning, which is when the ‘Nighty-Night’ protocol will be activated. If you are not home by then, I’ll need to alert Mr. Stark.”_

“Urgh, _really?_ ” The new restrictions the older hero had put in place grated on Peter’s nerves. But this took the fucking cake.

 _“Yes, Peter,”_ Karen replied, her voice devoid of any real sympathy. Peter wanted to tear his hair out but stopped when he rubbed against the fabric of his suit.

“Fine, guess I’m headed home.” On Monday he would face Mr. Stark and get him to remove these ridiculous protocols. Peter was _not_ a kid.

Swinging home, the weight of the evening dragged him down. He yawned; glad he didn’t have anywhere to go until the afternoon. He landed on top of a lamppost, orienting himself to figure out the shortest way home. His Spidey-Sense pinged; a low hum of danger, Peter glanced around trying to find what had set it off.

Down below, in the shadow of an alley, sat a police car. Peter didn’t interact much with the Queens' police department. But the few times he had the interactions had been tense. He tried to keep his distance from them and didn’t jump into anything they were already involved with.

Hearing the sound of two voices inside the car, Peter focused his hearing to figure out what they were saying.

_“…at least twenty in the past week for the 115 th. And shit, we’ve had to deal with, what? Fifteen? Sixteen?” _

_“Uh-huh.”_

_“Come on Gonzalez, you can’t tell me all this time spent on these robberies is good. We barely have time to breathe at the station. You’d have thought with that group of alien arms dealers gone we’d catch a bit of a break.”_

_“Eh, you’re a newbie; it always gets crazy this time of year. It’s those no-good teens screwin’ around before Halloween.”_

_“…but doesn’t it seem like a lot? And aren’t most of the robbers, drug dealers, and homeless-”_

_“Listen, Davis, you’re a good sort, but there’s somthin’ ya gotta understand. If the chief says to leave somethin’ be? We leave it be. End of discussion.”_

_“But-”_

_“Listen, we’re doin’ our job. No one is gettin’ hurt. All the clerks and shop owners and sort get their money back as soon as we catch ‘em. It’s like ya said, these people ain’t real robbers. It’s a bit of an imbalance because those alien tech freaks got themselves caught. You’ll see. Things will go back to normal soon enough.”_

_“Well if you’re sure…”_

They veered into normal chit-chat after that. Peter sat atop the lamppost feeling off-balance. The conversation between the two cops swirled around his head. The pieces of a puzzle slowly forming.

_“Peter the time is now 2:54 if you do not-”_

He groaned, “Yeah, yeah, I’m on my way home.” He shot off a web and swung out into the night. He landed on the roof of his building before 3:00, following the rules just enough for Karen to keep quiet. Crawling to his window, he entered his room.

He couldn’t hear May’s breathing or heartbeat, a combination more familiar than his own. He breathed a sigh of relief. He needed to take more care in coordinating his patrols around her schedule. He cut it close this time. 

Stripping off his suit, his mind replayed the discussion he overheard the two cops having. Peter never paid much attention to the patterns of crimes before. He saw a crime, and he stopped it. On occasion, he’d wait to catch a drug deal, but on the whole, had left major organized crime to the police.

But cops willingly ignoring patterns?

That didn’t seem right.

Which meant it was right up his alley.

A familiar itch developed in the back of his mind; the need to research, investigate, and find the pattern.

Pulling on a t-shirt, Peter sat at his computer, his earlier exhaustion forgotten.

Besides, this would be more productive than trying and failing, to get sleep.

**Notes for the Chapter:**

> So *heh heh* I'm not dead or abandoning this fic! 
> 
> That's the good news. 
> 
> The bad news is I had a major depressive episode because *gestures heavily at everything* so yeah... Being creative just hasn't had the same appeal. But I've been clawing my way out and I think I'm finally doing better. I talked it out, I'm taking classes in the fall, and I think I have a plan in place even with the world crumbling around us. 
> 
> But enough about me, you're not here for that. You're here for the chapter! This took so many rewrites for me to be even halfway satisfied with it, but these scenes are pivotal to the rest of the story - setting up some of the biggest things that will be happening, so I wanted to get it right. I'm still not *all* the way happy with it. But I've been sitting on it for literally a month and a half, so I guess it will have to do. 
> 
> What did you think? What's going on that's setting off Peter's spider-sense? What is MJ's deal? Was she playing a prank on Peter or is something else happening? What's going on with Flash? How do you think Peter should react? And something weird is happening in Queens and Peter intends to get to the bottom of it. 
> 
> As always I love reading your comments and theories. I've been having a hard time scrounging up the motivation for anything, and your love for this story keeps me going. So thank you for all the wonderful and kind comments I have received. I hope I won't disappear for another three months, but I don't know when the next chapter will be up. So until next time, love you all! Stay safe the best you can, and for all that is good in the world, wash your hands and wear your mask.


	10. Shiver down your spine

**Summary for the Chapter:**

> Peter continues to get no sleep (and has no chill). Peter meets the only person in the MCU with an ounce of common sense. Flash continues to be antagonistic, and Peter continues to shrug off bad feelings which, no... honey, ignoring them will not make it go away. The B plots keep multiplying and continue to sit on the A plot and make it beg for mercy.

**Notes for the Chapter:**

> It's a bird! It's a plane! NO! It's a fucking update!

_ Stark Industry Headquarters – October 31, 2016 _

_ Rough  _ did not even begin to describe Peter’s weekend.

The research he conducted for the crime rate statistics in Queens took him to  _ dark  _ places. He discovered the truth of the words spoken by the worried police officer, but that he had also understated the problem, by a lot. The crime rate had shot through the roof since the beginning of the year. 

Robberies, muggings, and assaults tripled compared to reports even five years previous, and the police hardly ever resolved them. Drugs and gangs fueled by multiple underlying networks, one which, Peter assumed, had been Toomes. Even disappearances and kidnappings rose. Several community watch boards and homeless shelter sites warned people to act cautiously.

When the numbers finally became too much, he surrendered to an uneasy sleep in the early hours of Sunday morning. His alarm woke him early enough to stuff food into his mouth, and then rushed across town to arrive on time for his practice session with MJ. With his mind still spinning about statistics, and city records, and police reports he didn’t give it his all. Which MJ  _ definitely  _ picked up on. Her insistence on perfection stretched a quick three-hour polishing session, into a brutal six-hour battleground. By the time Peter finally escaped her clutches to manage a couple of hours of patrol his exhaustion and tired body seriously made him consider turning in early for the night.

But he had work to do. 

With his newfound knowledge of crimes lingering in the front of his mind, he pushed himself even harder to be everywhere at once. Karen’s cross-referencing high problem areas with police scanner pickups turned into a blessing with the need to do as much as possible. His patrol brushed the edge of the  _ nighty-night  _ protocol  _ again _ , turning the low hum of irritation he experienced when faced with the litany of restrictions, into a bubbly inferno simmering beneath his skin.

Peter’s muttered commentary on his way back to the apartment would have had May washing his mouth out with soap. Slipping in silently was second nature, as was nicking food from the kitchen – Karen’s blood sugar warnings not totally falling on deaf ears. He fell into his bed after barely bothering to change out of and hide his suit. He was asleep the moment his body hit the bed.

He woke two hours later screaming into his pillow – his mind playing over the image of him impaled by a metal beam, buried under tons of concrete.

He didn’t go back to sleep. 

He worked on his forgotten homework in the few hours between waking and school. The half thought out answers and sloppy writing would incite a few disappointed looks from his teachers – but he couldn’t bring himself to care.

School had been long and boring, sapping what little energy he’d managed to store. Ned nudged him awake multiple times in the classes they shared, and Peter barely managed to convince his friend not to frog-march him down to the nurse’s office. The convincing involved multiple promises of food and sleep, and he was surprised at how well he lied that even at his most exhausted Ned believed him.

But he did nap on the way over to Stark tower.

Scurrying away under Happy’s concerned stare, he entered the private elevator taking him up the tall tower, Peter fiddled with a bang that had fallen into his eye, ignoring the swooping feeling in his stomach. He’d dealt with Mr. Stark for two weeks – this nervousness shouldn’t be so bad.

“I’m just gonna ask for respect,” he muttered. “I’m fifteen, not a child”

He gripped his bag tighter. He was reasonably sure the man wouldn’t take away his suit again, but Peter had been through a lot in the past month. Nothing was ever certain. The doors swished open and Peter entered the lab.

“Good afternoon Mr. Stark,” Peter said walking out of the elevator. Looking around the lab he found the main area devoid of the manic engineer. He peeked into the small office tucked to the side, but the lights were off. The twisted ball of nervous energy in his stomach, dissipated in the face of nothing happening. The silence of the normally vibrant space caused Peter to shift back and forth on his feet, being in the lab alone felt weird.

“Uh, Ms. FRIDAY?”

_ “Yes, Peter?” _

“Where’s Mr. Stark?”

_ “The boss is finishing a meeting. Would you like me to alert him of your arrival?” _

Peter shook his head, fighting a lingering yawn from his earlier nap. “Nah, that’s okay. I have homework to finish.” Peter plopped his backpack on the ground next to the worn-out couch. Grabbing his AP Physics homework, he settled down to work.

He didn’t know how much time passed, but when the elevator doors slid open, he was close to finishing the last problem on the sheet. Peter didn’t bother looking.

“Afternoon Mr. Stark,” he called. His Spidey-Sense buzzed with a low hum.

There was silence. Then…

“Who the hell are you?”

Peter’s head whipped up.

Instead of Mr. Stark, there was another man; dark-skinned, straight shoulders, and a glare on his face; his lower half was supported by sleek metal braces. It took a moment for Peter to place him.

Colonel James Rhodes. War Machine.

Peter tensed, putting down his homework. “Oh, g-g-good afternoon Mr. Colonel – uh, War Machine. Sir.” he rambled. The older man’s glare turned more into a confused stare. “I’m- I, uh, I’m Peter. Mr. Stark’s intern.”

“His what?”

“Um, intern?”

Colonel Rhodes scoffed. “I’ve known Tony forever; he’s never had an assistant. Much less an intern.” The glare was back.

“Oh,” muttered Peter, “Well, it’s sort of… that is-” he had no clue what to say in the face of that. He didn’t want to tell the other man who he actually was, because at this point too many people knew his secret identity. But there wasn’t any other good reason as to why a high school teen would be in the personal lab of a billionaire superhero.

“FRIDAY, who the hell is this kid?”

_ “This is Peter Parker; he is indeed Mr. Stark’s intern.”  _ Peter sighed, thank goodness for all-seeing AI’s. The colonel’s shoulders relaxed a bit, and the confused glare turned to curiosity.

“Well, I stand corrected. If you’re all right with FRIDAY, I guess that means you’re legit. What are you doing here all alone?” 

“Waiting for Mr. Stark. We’re supposed to do lab work today, but he’s finishing a meeting. I could get started on my own project, but I feel weird using the equipment without him. It’s kinda… expensive.” 

Colonel Rhodes laughed. “You get used to that when you’re around Tony.” The man walked closer pulling a chair over, the hum of his braces unnoticeable unless one had super hearing as Peter did. “What kind of project are you working on?”

Peter perked up, the initial tension fading away now that the colonel wasn’t mad at him. “Mr. Stark gave me his designs for nanotech to mess with. I’m not too sure what my goal is yet.” Peter rubbed the back of his head. “I’m still trying to understand most of what he’s already done. It’s pretty advanced.”

Mr. Rhodes whistled. “I’m impressed. That stuff is tough. And you understand it?”

Peter blushed. “Yeah, well, a little. I mean enough to get how the parts interconnect. Then there’s the added tech he included. Which was picked up from the alien debris and boy does  _ that  _ go over my head. But he said I could take my time with it. I’m not too sure what he wants me to make, but he said I should have an independent project.”

The colonel nodded. “As all engineers should.”

“Oh no, I’m not an engineer. Biology is my sweet spot. Although I like chemistry and engineering too. And physics is useful and all, but it’s a lot of numbers. Not that I’m bad at numbers or anything. I’m good at numbers, bad at art though; English is subjective, art takes it a step too far. My friend, now she’s, she’s fantastic at art.” Peter resisted the urge to facepalm; he was rambling again.

Rhodes laughed. “Well, I  _ was _ supposed to have Tony check my braces today, but I see he has other plans.”

Peter bolted up from the couch. “Oh, I can go. I didn’t mean-”

“Relax, Parker. No reason both things can’t happen. Tony does stuff like this; he’d forget his own head if it weren’t attached.” The colonel smirked. “The fact he’s still at a meeting means he’s actually enjoying himself, so we could be here a while before he arrives. Do you want to get started?”

“Huh?”

“Come on, I’ll supervise you. Show me what you’ve worked on so far.”

“Really?”

“Sure.”

“Won’t Mr. Stark be mad at us using the equipment?” Peter didn’t want to imagine the cost of even one broken machine.

The colonel waved his hand. “Not at all. We wouldn’t even be allowed in the lab unless he trusted us.” Peter felt a warm glow in the bottom of his stomach, one that became more and more familiar the more time he spent around Mr. Stark and became used to the man’s quirks. The need to be recognized, respected, by his childhood hero still held firm. 

Peter brought up the files and explained the concepts to the older man. Although fairly sure the other superhero humored him when he asked basic questions about the function of this or that, it did help Peter organize his thoughts better. Before he knew it, he had a whole other section of ideas he wanted to try thanks to the advice from the colonel.

Colonel Rhodes wasn’t the same overwhelming genius as Mr. Stark was. No, the colonel’s genius came in small increments; until you realized he was ten steps ahead and patiently waiting for you to catch up.

All his life Peter’s intelligence had been a gift as well as a bane – a roadblock in his ability to be normal. Interacting with Mr. Stark, Dr. Cho, and Colonel Rhodes, he realized he was leagues behind them. It sent a thrill of excitement through him knowing he still had so much more to learn. 

The talk quickly turned to personal stories, and soon Peter heard early War Machine missions and a few funny misadventures about Mr. Stark. Peter was so invested he hardly noticed the elevator doors opening again.

“Well, well, well, what do we have here? Rhodey I thought you wouldn’t be back until tomorrow.” Mr. Stark walked into the lab dressed in a suit that looked like it cost more than May made in a year. 

The colonel relaxed back into his chair. “Plane landed last night. You told me to come here for a tune-up.”

“Uh, uh, I’d remember that. I’m sure. FRIDAY, I’m right aren’t I?”

_ “No, boss, you scheduled the Colonel to come before your lab time with Peter.”  _ Mr. Stark perked up, and his eyes slid over to Peter for the first time.

“Shit, kid; my meeting ran overtime. How long have you been here?”

Peter shrugged. “It’s no big deal, Mr. Stark, I had homework and Colonel Rhodes to keep me company.”

“You can call me James, or Rhodey, everyone does when they hang around this doofus.”

“Sure thing, Colonel Rhodes,” said Peter with a straight face, although he inwardly laughed.

Mr. Stark walked over to a swivel chair, he draped himself over it dramatically. “It’s no use Sour Patch, the kid is immune to normal names.”

“That’s not true – I call Happy by his nickname.”

Mr. Stark rolled his eyes, “Oh, so it’s just us you want to annoy.”

“No,” chirped Peter, “It’s good manners, but Happy’s grumpy and didn’t like when I added the mister. And he drives me around so…” with an added shrug he went back to looking at the schematics in front of him.

“Jesus Tones where did you find this kid?”

“The internet. Where else?”

Colonel Rhodes blanched. “What? Like Craigslist or something.”

“YouTube, actually,” said Peter. “I couldn’t believe it; there I am walking home from school – and bam he shows up on my doorstep. Gave me a shock.” He reached for his phone to show the colonel his YouTube channel - it only had a few videos, but Peter thought they were cool - but realizing the phone was in his bag he walked over to the couch he’d been seated on earlier.

“Well, that’s better than what I first thought, for a moment there I worried Tony had-”

Now, Peter should have noticed his open bag. Failing that, he should have realized his Spider-suit was visible. Failing even  _ that  _ he should be aware enough to know having another person in the lab besides him and Mr. Stark meant his secret identity should be a top priority to maintain.

But seeing as he was too busy rifling through his bag, and the Colonel didn’t set off his senses, he wasn’t on guard. And so, he didn’t notice when the mask to his suit plopped down onto the floor.

The chatter in the lab stopped.

Turning around with his phone Peter saw Mr. Stark with his head in his hands, and Colonel Rhodes looking at him in disbelief.

“What?”

Rhodes turned on Mr. Stark. “Dude, what the hell! Why does- Is he-”

Peter saw the mask on the floor and wanted to drop dead right there. Great. Just…  _ great.  _

“No, no, no, I’m not- I’m not Spider-Man or anything. I’m just… just an… avid cosplayer. Yeah, yeah. I really appreciate the guy and I made a suit to… uh cosplay in?” Peter knew it was a terrible lie, and from the faces, Mr. Stark and Colonel Rhodes made they knew it too.

“Tony, how could you? A kid! A fucking kid!”

Mr. Stark’s eyes narrowed. “You have no idea what’s going on here-”

“It’s pretty fucking clear what’s going on here! You gave a kid a spandex suit, so he could swing off buildings and punch people in the face.” Rhodes’ paused. “Oh God, he was in Germany. You brought him to Germany. You pitted a twelve-year-old against super soldiers  _ in Germany _ !”

“I don’t think the Germany part is the biggest problem-”

“Hey, I’m fifteen-”

“That’s not any better! Tony, he can’t even drive.”

Peter flipped over the chair where the colonel sat, landing on the edge of a worktable with hardly a sound. “Uh, who needs to drive when you have superpowers?” he quipped, with a clipped voice. He was kinda sick and tired of people assuming Mr. Stark was responsible for all this. Peter was his own person and was fully capable of being a hero all on his own.

Colonel Rhodes’ mouth gaped open in a stunned expression “You… you gave him superpowers?”

Mr. Stark scoffed. “No, I gave him a suit. The brat came with the powers installed.”

“I got those from a radioactive spider,” called Peter helpfully. He jumped over to the wall and climbed to the ceiling. “See! All me, no fancy suit required.” 

“Radioactive… what the-” the colonel stared at him, even from this high up Peter could see his wide eyes and gaping mouth. “Are you like, are you gonna fall? Should you be that high?” 

“Even if I did, I would be fine,” said Peter. He released his grip and tumbled to the ground, ducking in a handspring, and landing unharmed. “See?” The colonel staggered back into a chair Mr. Stark pushed behind him.

“Holy mother of Mary,” muttered the man.

Peter looked at the man in sympathy, his powers could be a lot to take in. “Look, Colonel Rhodes, you shouldn’t blame Mr. Stark for any of this. He didn’t give me my powers; I was the one who decided to implement the whole punching people thing. Mr. Stark found out and decided to help a bit. And he didn’t drag me to Germany.”

“I kinda dragged you to Germany.”

“Shut up Mr. Stark, I’m defending you.”

The colonel remained silent for a moment, and then shook his head; a bemused chuckle followed. “Damn, Tones. You sure know how to pick ‘em.” He looked hard at Peter, his gaze piercing in a way that made him shift uncomfortably. He couldn’t tell what the older man looked for, or what he found, but he shrugged with a well-worn expression of ‘whatcha going to do’. “Well, I guess telling you to stop wouldn’t do any good?”

“Tried that. I received a crashed plane for my troubles,” muttered Mr. Stark.

“ _ You’re _ the one that crashed the plane?” 

Peter rubbed the back of his head. “It was partially the Vulture’s fault.”

“Okay, this I gotta hear.”

It took a solid hour to fill in the colonel. Peter was initially worried (and a  _ little  _ annoyed) about letting  _ another  _ person in on his secret, but Mr. Stark insisted if anyone were trustworthy it would be Rhodes. However, as the evening passed, he found himself growing to like the colonel more and more; even going so far as to call him Mr. Rhodey.

When the sky outside the windows darkened Peter knew it was time for him to leave.

“It’s late, I should be headed out for patrol.”

“I’ll let Happy-”

Peter cut him off. “Mr. Stark, I don’t need Happy to drive me back to Queens to turn right around and patrol. It’s a waste of time.” He walked over to his bag grabbing it off the floor. “I’m gonna go change.”

“You know, I am the one in charge.”

“You’d like to think so, wouldn’t you?”

Mr. Rhodey burst out laughing. “Damn Parker, you’re savage. You okay Tony? Need a pack of ice for that burn?”

“Fuck you Rhodey.” Mr. Stark shook a finger at his friend. Peter couldn’t help but laugh at the interaction, it mirrored many situations with him and Ned. Mr. Stark rounded on him, the scowl on his face ruined by the mirth in his eyes. “And you, kid, you’re no better.”

Peter waved it off and left to change into his suit. He placed his hoodie and jeans overtop, so he could walk out of the building without drawing attention.

The niggle of annoyance at not getting to talk to Mr. Stark about his suit resurfaced as he connected to Karen’s interface, but he figured mentioning it in front of Colonel Rhodes would be a bad idea. The conversation needed to happen in private. Besides as annoying as the procedures were, they weren’t the  _ end of the world  _ or anything.

Peter was determined to prove he didn’t need those protocols; prove he was not a  _ child  _ who needed restrictions and bedtimes, but he wouldn’t show that if he complained to Mr. Stark in front of his friend. He could talk to the man about it another time.

After another goodbye to the colonel and Mr. Stark, Peter made his way out of the lab and down to the lobby, which was pretty much abandoned this time of the night. Making out onto the street, he walked a couple of blocks before ducking into an alleyway to remove his clothes. Manhattan wasn’t Spider-Man’s usual stomping ground, and he didn’t want anyone connecting more dots between Peter Parker the Stark industries intern, and Spider-Man the Queen’s vigilante.

Too many people were already in the know.

Brushing away his minor annoyance, Peter stuffed his clothes into his book bag and climbed to the top of the building.

“Hey Karen, whatcha got for me?”

_ “There’s a robbery happening a mile from your location, silent alarm sounded at an electronics store. From the cameras, it appears as if it’s two masked robbers, no guns, just baseball bats.” _

“Now, now, didn’t anybody ever teach these guys stealing is wrong?” he joked. He threw his bag to the side of the top of the building. There was no roof access so it would be fine while he patrolled.

_ “They’re criminals Peter, I don’t think they care.” _

Peter sighed. “Karen, we need to teach you sarcasm.”

_ “I’ll make a note of it.”  _

Not willing to waste another second of his already limited time, Peter jumped off the building shooting a string of web and falling through the air to swing through the streets below. 

* * *

_ November 1, 2016 – Midtown School of Science and Technology _

Peter trudged into school the next day with a large cup of coffee in hand. He reluctantly headed home at three in the morning due to Karen’s constant pestering and the threat of the nighty-night protocol, but his mind refused to let him sleep. It replayed the day’s, heck the week’s events over in his mind until the buzz in his brain overtook him and drove away any chance of sleep. Thankfully he fit right in with everyone else, who trudged through hallways in a sleep-deprived daze.

Settling into his seat in AP Physics, he gave a quick wave to Lina behind him. Like half the class she too looked like she hadn’t gotten any sleep, nursing a cup of coffee in hand. The newfound freedom most of the class gained their sophomore year meant many students had been out partying the night before. A pang of longing shot through him at the idea of a night at a party; fun and easy and  _ normal _ . Then he remembered the night of Liz’s party and how quickly that turned into an utter disaster and shook away the thoughts. He’d never had that before, and now with his powers, he never would, and that was fine.

_ He was totally fine _ .

Just before the bell rang, Flash ducked through the door and slid into his chair. Peter hadn’t seen him since Friday in the stairwell. If some students looked halfway dead, Flash took the cake. His sallow and spotty face, the bags under his eyes, and his hair which looked distinctly greasy rather than gelled gave off a general air of misery. It was palpable to make Peter’s arm hair stand on edge. He couldn’t tell if the teen would break down in tears or pick a fight.

All through Physics, Flash remained constantly in Peter’s mind’s eye. He didn’t raise his hand or try to answer any of Ms. Warren’s questions. He didn’t even turn to glare when Peter rambled the answer to the hardest one on the board. He just sat there, scratching his pencil back and forth, not even making actual notes as far as Peter could see.

It was hard to equate Flash’s usual over-the-top self-confident personality, with the teen slumped in front of him, empty, like every piece of energy had been sucked out of him.

Peter’s chest ached in sympathy.

He had seen this look before. He’d seen it every day in the mirror for weeks after Ben died. Peter thought back to the conversation he overheard in the hallway on Friday. Flash had asked his aunt if someone had been in pain. Maybe a cousin had died? Flash had missed classes and practices for weeks, maybe he’d been visiting a relative in the last days of their life? That would be bound to change the bully’s attitude.

When the bell finally rang to end the period, Peter watched Flash who monotonously placed his material into his bag and slipped out of the room once the initial rush had subsided. Flash shuffled through the corridor keeping his head down. Peter followed at a reasonable distance until the hallways had cleared.

And then he did something stupid.

“Hey Flash,” Peter called, keeping his voice low and even. Flash paused and looked over his shoulder, his blank stare morphing into an annoyed sneer. Despite that face never meaning anything good for Peter, it brought him a little relief - it was beyond odd to see Flash so lifeless.

“What do you want Parker?” Flash asked, it wasn’t monotone and dull, but it didn’t have the same usual malice to it.

“I just wanted to see if you were, well…” he rubbed the back of his head. “I wanted to see if you were okay. You weren’t here yesterday, and after Friday…” Peter trailed off realizing for all his worrying, he had no clue how to approach his bully with whatever was bothering him. He’d jumped into feet first, with no plan.

_ Fantastic job, you idiot,  _ he thought to himself.

Flash’s eyes widened in suprise but quickly narrowed back into his usual unpleasant expression. “Fuck off Parker, it’s none of your business.” The boy held a death grip on the strap of his backpack. He glared at Peter but didn’t move over to confront him physically. “Go crawl in a hole or something.”

Peter raised an eyebrow, that insult was not at Flash’s normal level. “Come on Flash, I’m worried. We’ve known each other for years.”

“I’m not some sad sap like Leeds or weirdo like Jones who needs your fucking care Parker. You and I are not  _ friends,  _ I don’t have to explain shit to you,” Flash sneered, but his shoulders slumped a little more. “You’re not worth my fucking time. And I have class.”

A small hum on the edge of Peter’s senses warned him of someone’s approach. 

“Mr. Parker, Mr. Thompson,” a low voice rang out across the hallway. Peter saw their algebra teacher, Mr. Wescott approach from the top of the staircase. “What are you two doing out of class?” The hum of his spider-sense developed an edge of uneasiness that always appeared around the man.  _ Great,  _ Peter thought,  _ now I have to deal with two people who don’t like me.  _

“I  _ was _ going to class, but Parker stopped me,” complained Flash.

“We just talked Mr. Wescott, took longer than I thought it would.”

Mr. Wescott sighed. “Try to be more mindful of the time won’t you boys.” He turned toward Flash, “I’ll walk you to class, so Ryder won’t be mad.” Almost as an afterthought, he glanced at Peter. “Will you need a note as well Mr. Parker?”

Peter pushed down the irritation that boiled up at Mr. Wescott’s blatant favoritism towards Flash. “No sir, I take shop with Mr. Hapgood, he wouldn’t notice an alien invasion.”

The teacher’s eyes crinkled in amusement at the comment. “Quite true. Don’t linger Mr. Parker.” He slung an arm around the top of Flash’s shoulders and turned them both away towards the stairs. Peter could hear a soft conversation start between the two of them but averted his listening the best he could. He had no desire to hear how both of them hated him.

Peter sighed. “I don’t know why I bother,” he mumbled. He shoved all the thoughts of Flash and his weird-ass attitude to the back of his mind. The bully didn’t want him involved, and despite Peter’s saving people mentality, he didn’t have the patience for Flash and his hysterics. He had bigger problems these days, and the few harsh words of a teenage boy meant nothing in the scheme of things.

Peter ignored the slight tingling in the back of his mind, warning him of danger and unease.

Flash, for once, was right. It wasn’t his business. 

* * *

Seven months had passed since he’d gotten his powers and Peter still hated the crowded, smelly cafeteria. It was the absolute worst place in the school to be with enhanced senses, well besides the boy locker room in the gym. The courtyard was a better place to eat in, but the turn in the weather and his apparent aversion to the cold meant suffering through the barrage of stimuli.

He sat on the edge of the table in the cafeteria, ignoring the empty spot in front of him, eating his temperate pasta and mushy bread when MJ strolled into view and sat down.

“Where’s Ned?” she asked.

He gestured over to a crowded table across the room. “Hanging out with Betty and her other friends today.” It took every bit of control not to sound bitter with that sentence. He would prove to MJ (and himself) he and Ned did not have co-dependent tendencies. Peter would be happy for his friend, even if that meant spending less time with him.

“Ah, which is why you came to sulk here all alone.”

Peter sputtered, “I’m not sulking. I told you I’m not mad, or jealous, or anything. It’s…”

“It’s different,” she offered with a knowing smile.

Peter sighed. “Yeah.” He brushed his own feelings into the ‘I don’t want to deal with it’ box, that lived in his head. “But I’ll get used to it.” He would. Eventually. It would just take time. “How are you today?”

“Fine. Planning what we need to focus on this afternoon. I convinced my mom to let us go straight from here to the dance studio, so we can use all the time we have to practice.” She spun a piece of pasta onto her plastic fork. “I received our competition spot. It’s 4 pm on the 5 th . We can head from AcaDec to the dance hall, and practice till our time.”

Peter froze. “The 5 th  As in, like, Saturday?”

MJ paused in the middle of a bite, her eyes meeting his with a sharp look. “ _ Yes _ .”

A twisting snake of dread rose in Peter’s stomach. “I thought it was supposed to be Friday.” 

“No. I told you on Sunday, the competition lasts all weekend. I bet you also forgot to ask for time off your internship too?” She asked with a raised eyebrow and an unamused glare.

Peter rubbed a hand against his face. That  _ sounded  _ familiar, but Sunday was most a blur in the first place…

“I kinda, got, um, distracted.”

“Peter!”

He rose his hands in defense, “I’m sorry, I’m sorry. Mr. Stark had people over in the lab yesterday, and we got busy.”

“I don’t care if he had over the Queen of England! We have days to go and we’re still not ready.” At this point, MJ wasn’t even looking at him. She raked her hands through her hair and muttered about steps and missed timing. Peter reached over and placed a hand on her shoulder.

“MJ calm down. We’ll be fine.”

“We lost a week of practice to your injuries.”

“Yes, all of which I’m totally healed from. We can make it up this week. Look,” he pulled out his battered phone. “I’ll go call my supervisor and let them know I will not be there Wednesday  _ or  _ this weekend. I’ll devote my time to you and dance, I promise. Okay?” He wasn’t all too looking forward to explaining this to Mr. Stark, but Peter had carved out everything else that wasn’t patrolling or school from his schedule. MJ and dance were his one  _ normal  _ outlet. 

MJ paused for a moment, looked at Peter, then her shoulder where his hand was still placed. Feeling self-conscious he removed it, the lingering tingle of warmth from the contact made his hand feel on fire.

“Okay,” she said after a few moments of suspense, releasing the built-up tension in Peter’s chest with a single word. He went to grab his bag to head out to the hallway when she grabbed his hand. “And where do you think you’re going?”

“Uh, the hallway to call my supervisor.”

MJ rolled her eyes. “No, you don’t, if Ned isn’t going to be here to nag you about your food intake, I guess the job falls to me.” She tugged him back to the bench and pushed his tray back at him. 

Peter flushed. “Y-you don’t have to MJ. You’re not my mom or my keeper or anything.”

“You’re right, I’m not, but I am your friend. And as your friend, I have the right to be concerned. You eat less than a weight-conscious cheerleader before a match. And as your dance partner, I have the right to know my partner won’t pass out due to low blood sugar. So, sit your ass down and eat.”

“I’ve almost finished it anyway,” Peter grumbled, stabbing another piece of pasta onto his fork. He shoveled the food into his mouth, ignore MJ’s snarled nose at his lack of manners. What? If she wanted the phone call finished he needed to leave now. He finished his food with a grumble about nosey friends and their overprotective tendencies. A few minutes later, clean tray in hand, he grabbed his bag and rose.

“See ya in AP Lit,” he called. MJ responded with a wave as she pulled a book out of her bag, diving into a fictional world away from the chaos of the cafeteria. He walked to the exit of the cafeteria and placed his tray in the dish bin. A small tingle of his Spider-sense ran up his back, the same version he felt when a camera, phone, or person latched on to him.

Peter paused, this was a daily annoyance he learned to ignore if he wanted to live his life without constantly looking over his shoulder, but this… this continued to linger long past what he would normally consider a normal occurrence. Peter glanced surreptitiously from side to side, trying to catch a glimpse of what or  _ who  _ was watching him, but he didn’t see anyone.

The feeling continued to linger, and the instinctive urge to fight or flee roiled in his chest. He jostled out of his thoughts when another student knocked into him when putting away their tray. Realizing he looked stupid- not to mention  _ suspicious  _ \- just standing there, he decided to move away from the cafeteria. Walking out the doors and into the hallway, the feeling vanished. Taking another glance behind him back into the room the feeling didn’t return, although now Peter was on high alert. Cautiously, so as not to attract any more unwanted attention, he headed down the hall to a rarely used stairwell, that would be perfect to make a call. Peter wondered how he would break the news to Mr. Stark they wouldn’t be meeting anymore this week.

**Notes for the Chapter:**

> So, um, not dead. 
> 
> Sorry I've been so absent. To make a long story short, I got into another fandom, my laptop broke, and I drowned in school work until the beginning of December. Plus I was really unsure of some of the major plot details for the story, so I needed to wrestle at least some of them into submission before I felt like I could confidently move on. Do I have it all planned out? HELL NO! Do I feel better? Somewhat, yes. I can't promise frequent updates or anything, but hopefully, this six-month diaster hiatus won't happen again. 
> 
> As always I love to hear your thoughts and opinions on the chapter! It makes my day to read all the lovely comments. Thank you to everyone who has read over my long break and asked after me. I'm doing great! Hopefully, 2021 will be a much better year. My fingers are crossed. Thank you all so much for your patience and kind words.


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